ASSOCIATION OF AFRICAN AMERICAN MUSEUMS
BY-LAWS
Bylaws Draft April 28, 1999
Revised and approved in 2002
Revised 2004
Revised and approved May 2, 2005
Revised August 2008
Revised December 2011
Revised November 2018
PROPOSED REVISION July 2022
ARTICLE I. NAME
Section I. The name of this Association shall be the “Association of African American Museums, Inc.”
ARTICLE II. PURPOSE, LOCATION AND FISCAL YEAR
Section I. The Association is created to foster and promote the celebration of African American heritage through supporting the needs of museums, cultural institutions, and museum professionals who share an interest in the preservation of African, African American and African Diasporic cultures. The Association operates within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding section provisions of any successor of the United States Internal Revenue Law) within the continental United States.
Section II. The Association shall be an advocate for the interest of institution and individuals committed to the support of African, African American and African diasporic cultures. It shall define the relationship for the body of such institutions within the national museum community. It shall seek to strengthen such institutions through advocacy, communication, professional development and networking opportunism.
Section III. The principal office of the Association shall be P.O. Box 23698, Washington, DC 20026 or other location shall be determined by the Board.
Section IV. The Association shall include cultural organizations, historical societies, museums, educational institutions, research agencies, archives, and cultural centers which collect, preserve, educate and/or interpret objects of art, history and science. Association members should share a common core of knowledge, sense of purpose, and code of ethics which enhance their educational and scholarly attainments. The Association will serve as a resource for sound professional preparation and provide outlets for research and publication as well as foster the continued improvement of the profession through the development and observance of high standards and ethics. The Association shall abide by its Code of Ethics, which will be reviewed and confirmed annually by the Board.
Section V. The Fiscal year shall commence on the 1st of January or such other date as the Board may determine.
ARTICLE III. ASSOCIATION MEMBERSHIP
Section I. The Association shall be composed of individual members, institutional members and corporate affiliates. The admittance and continued membership of all the members and corporate affiliates shall be subject to the approval of the Board of Directors. The Board of Directors. The Board of Directors may revoke membership to the Association for due cause or nonpayment of dues. Due cause shall be construed to mean use of membership in the Association to work for purposes inconsistent with the aims of the Association as set forth in Article II.
Section II. The Board may create, eliminate, and modify categories of membership, but shall not eliminate voting rights of active members without approval of the membership.
Section III. Individual members shall be persons who work in cultural organizations, historical societies, museums, archives, educational institutions, research agencies, and cultural centers or others who are.
Section IV. Institutional members shall be museums (as defined in Article II, Section III) or related institutions.
Section V. Corporate affiliates shall be corporations which meet the criteria and contribute an annual amount of dues fixed by the Board of Directors.
Section VI. The Board of Directors may elect honorary members. Honorary members shall be persons distinguished for eminent service to the cause of the Association. Honorary members need not pay membership and have no voting privileges.
Section VII. Annual membership dues shall be determined by the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section I. The Board of Directors shall manage the affairs of the Association. The Board of Directors may adopt rules and regulations consistent with the by-laws and may alter, amend, or repeal any rule or regulation adopted by it. The Board of Directors shall be responsible for the management of the financial resources of the Association, and approve an annual budget. The Board shall require and inspect a detailed accounting of the Association’s financial records quarterly, and at such other times as it may seem proper. It will inspect the annual audit if and when it becomes available.
Section II. The Board of Directors shall consist of a minimum of eleven (11) and a maximum of (21) at-large Board members and an executive committee comprised of a President, Vice President, Secretary and Treasurer and at least one (1) at-large Board member.
Section III. A Board member may serve two (2) consecutive three-year terms, such terms to be so staggered that one third of the positions (together with any vacancies) shall be filled each year. After serving two (2) consecutive three-year terms, a member shall not be eligible for re-election to the Board until after a lapse of one -year.
Section IV. In the event of a vacancy of an officer (Vice President, Secretary or Treasurer) for any reason, the President shall recommend, and the Board shall elect an Interim Vice President, Secretary or Treasurer by majority vote. The Interim officer shall serve until certification of election by the membership of the Association. Continuing Board members may act despite a vacancy on the Board and for this purpose is deemed to constitute the full Board.
Section V. Terms of service on the Board of Directors shall begin immediately following the annual business meeting of the Association or any special election as deemed necessary by the Board.
Section VI. Giving. A Director is expected to support the Culture of Philanthropy on an annual basis by either giving financially at the minimum leadership level, set by the majority of the Board or securing financial commitments from others, including individuals, new members, sponsors, corporations, or foundations, totaling the equivalent thereof.
Section VII. Resignation. Any Director may resign by delivering his or her written or electronic resignation to the Association at its principal office or to the President or Secretary. Such resignation shall be effective upon the receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section VIII. Removal. Any Director may be removed from office at any time with or without cause. Due cause shall be construed to mean use of membership in the Association to work for purposes inconsistent with the aims of the Association as set forth in Article II. Removal from office must be by a two-third vote of the Directors then in office or by a two-thirds vote of the current members of the Association. General members may initiate the removal process by requesting an Officer to create a document to be placed before the membership in written or electronic form with instructions on poling. Once proceedings have started, the proceedings must come to a conclusion within thirty (30) days.
ARTICLE V. OFFICERS
Section I. Enumeration. The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. The Officers and at least one at-large Board member shall serve as the Executive Committee.
Section II The Officers shall serve no more than two (2) consecutive three-year terms, or until a successor has been regularly and duly elected; this timeframe includes non-officer board service. Their term of office shall begin immediately following the annual business meeting. In the event that any Officer other than the President is unable to continue to serve, the President shall recommend appointments, from a Board member in good standing as a successor to serve until the next election, subject to the approval of the board. In the event that the President is unable to continue to serve, the Vice President shall serve as President until the next election. In event that the Vice President is unable to serve, the Secretary shall serve as President until the next election. In the event that the Secretary is unable to serve, the Treasurer shall serve as President until the next election.
Section III The President shall carry out such policies as the Board of Directors adopts and shall be the official representative of the Association. The President shall preside over the meeting of the Board of Directors, the Executive Committee, and the Association. The President or his/her designee subject to approval of the Board of Directors, shall serve as a liaison with other such organizations where deemed advisable.
Section IV. The Vice President shall preside in the absence of the President and may serve on committees or task forces as appointed except, the Vice President shall not serve on the Nominating Committee. The Vice President may take on other such duties as agreed upon by the President.
Section V. The Secretary shall prepare and keep the official records of the Executive Committee, the Board, and the Association, and present such records for approval by the Executive Committee after each meeting of the Executive Committee, the Board, and the Association. Upon request to the Secretary, Board members shall be given access to all such records.
Section VI. The Treasurer shall prepare an annual budget for approval by the Board of Directors and shall oversee the execution of the Association’s financial responsibilities. The Treasurer shall provide for Board inspection a detailed accounting of the Association’s financial records quarterly and at such other times as it may seem proper. The Treasurer shall be responsible for providing the results of the external annual audit if and when it becomes available.
ARTICLE VI. NOMINATION, VOTING AND ELECTION
Section I. The President, with consent of the Executive Committee, will appoint a Nominating Committee of no less than three and no more than five people to serve for one year. The Nominating Committee Chair will be a Board member whose term in not expiring that year.
Section II. Any member of the Association may nominate any member in good standing to any office or as an at-large Board member of the Association. The member of good standing who wishes to self-nominate must submit a signed petition with twenty-five (25) signatures of members in good standing to the Nominating Committee. Petitions must be submitted five (5) months before the next election.
Section III. Institutional members must designate one person who may cast the institution’s ballot.
Section IV. The Nominating Committee shall submit a slate of selected candidates for Officers and at-large members to the Board for approval, no later than three (3) months prior to the next election. Each candidate must be a member in good standing. The Chairperson and members of the Nominating Committee may not be nominated by the Nominating Committee and may not self-nominate.
Section V. In the election of Officer(s) and Board Members at-large, only individual members in good standing and the representative of institutional members in good standing shall have a right to vote. Each institutional member shall be entitled to one vote. The election of Officers and Board Members at-large shall be distributed by secret ballot by electronic means, two (2) months prior to the annual business meeting. Ballots must be returned at least one (1) month prior to the annual business meeting and shall be subject to such procedural requirements as may be provided in the by-laws and the schedule for the Nomination Committee. A designated Officer of the board shall then report the results of the election at the annual business meeting. In the event of a tie for Officers and/or Board Members at-large, the Board will vote by a two-thirds majority prior to the annual business meeting.
Section VI. In the event of the vacancy of the President, the Nominating Committee shall submit a slate of candidates for Officers and at-large members to the Board for approval, no later than three (3) months prior to the special election. The term of office for Officers and/or Board Members at-large elected during a special election may be less than the standard two (2)-year term depending on the timing of the special election in relationship to the annual meeting. Each candidate must be a member in good standing. The Chairperson and members of the Nominating Committee may not be nominated by the Nominating Committee and may not self-nominate.
ARTICLE VII. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Section I. The Association shall, to the extent legally permissible, indemnity each person who may serve or who has served at any time as a Director or Officer of the Association or of any of its subsidiaries, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person connected with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct) provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person not entitled to indemnification under these articles, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
Section II. A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants of beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty.
Section III. Where indemnification hereunder requires authorization of approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a Director of the Corporation approves the payment of indemnification, such Director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceedings and are selected for this purpose by the full board (in which selection Directors who are parties may participate), or (3) by the members of the corporation if disinterested; or (ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors or in the manner specified in clauses (1), (2), or (3) of subparagraph (i); or (iii) the payment is approved by a court of competent jurisdiction; or (iv) the Directors may have otherwise acted in accordance with the standard of conduct set forth according to the laws of State of incorporation.
Section IV. Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within thirty (30) days, after the receipt by the Corporation of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification the Corporation shall have determined that the person is not entitled to indemnification. If the Corporation denies the request or if payment is not made within such thirty-day period, the person seeking to indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Association.
Section V. If both the Association and any person to be indemnified are parties to an action, suit, or proceeding (other than an action or suit by or in the right of the Association to procure a judgment in its favor), counsel representing the Corporation therein may also represent such indemnified person (unless such dual representation would involve such counsel in a conflict of interest in violation of applicable principles of professional ethics), and the Corporation shall pay all fees and expenses of such counsel incurred during the period of dual representation other than those, if any, as would not have been incurred if counsel were representing only the Corporation and any allocation made in good faith y such counsel of fees and disbursements payable under this paragraph by the Association versus fee and disbursements payable by any such indemnified person shall be final and binding upon the Association and such indemnified person.
Section VI. The right of indemnification under this article shall be a contract right inuring to the benefit of the Directors, Officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such Director, Officer or other person existing at the time of such amendment or repeal.
Section VII. The indemnification provided hereunder shall inure to the benefit of the Heirs, Executors and Administrators of a Director, Office and other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the Corporation, apply to the Directors, Officers and other person associated with constituent Corporations that have been merged into or consolidated with Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.
Section VIII. The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such Director or Officer and other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which Association employees or agents other that Directors and Officers and other person entitled to indemnification hereunder may entitled by contract or otherwise under law.
Section IX. The Association may elect to purchase indemnity insurance from a reputable company.
ARTICLE V. MEETINGS
Section I. The Board shall hold at least four (4) meeting each year. One shall be held at the time and place of the annual business meeting of the Association, another in-person meeting shall be held on a date to be determined by the President or a member of the Executive Committee. The remaining meetings will be determined by the President of a member of the Executive Committee.
Section II. Minutes of the proceedings of the Board of Directors and the Executive Committee shall be open to inspection by any member of the Association by request.
Section III. The Association shall hold at least one (1) annual business meeting each year at the annual conference; the date and place will be recommend by the Executive Director but shall be approved by the Board. To the extent possible, the Board of Directors shall assure the rotation of the conference and annual meeting between the regions, and shall announce the dates and locations of the meetings for the next two (2) years at each annual business meeting.
Section IV. An Annual Report will be prepared by the Executive Director and approved by the Board of Directors and shall be made available at the annual business meeting.
Section V. Meetings of the Association, its Board of Directors and Executive Committee, except as otherwise provided in the by-laws, are to be conducted according to procedures specified in the most recent edition of Robert’s Rule of Order.
Section VI. When a motion is presented to members of the Association, thirty percent of the current members present shall constitute quorum. Fifty percent (50%) of the Executive Committee must be present for any and all votes of the Association. Only those members present in the room or attending by electronic means may vote on business brought before the respective quorum.
Section VII. Special meetings of the Association may be called by the President or any five members of the Board of Directors with at least fifteen (15) days’ notice by electronic posting to each current member, according to the current membership list, and stating the place, day and hours for the meeting and the purpose thereof.
Section VIII. No business may be transacted at a special meeting which is not specified in the call for the meeting.
ARTICLE IX. DIRECTOR
Section I. The Board of Directors may employ an Executive Director. The Board of directors must set the salary for an Executive Director who under the general supervision of the President, shall be responsible for day-to-day operations of the Association and its committees, and for promoting and conducting their overall programs. The Executive Director shall have authority to employ personnel for the Association and to terminate the employment of such personnel.
Section II. The Executive Director will be a person with knowledge of non-profit management best practices and preferably with knowledge of museums, historic sites, and/or archives issues and needs. The Executive Director will have overall management of day-to-day operations of the Association, working with Board members and volunteers to identify the needs of the Association and its members, develop programs to meet those needs, engage in program evaluation and refinement. The Executive Director will oversee the membership programs, and is primarily responsible for increasing the number of members and member’s retention rates for the Association. Working with the Treasurer, the Executive Director will prepare an annual budget, oversee income and expenses, and present current status of the budget reports for each meeting or at any time requested by the Treasurer or other Board members.
Section III. The Executive Director shall serve at the pleasure of the Board of Directors, the Executive Director shall attend all meetings of the Association, the Board of Directors, and the Executive Director shall not be entitled to vote.
Section IV. The Executive Director serves at the pleasure of the Board as an “employee at will”. The Executive Director may be removed at any time by a majority vote of the Board.
ARTICLE X. FINANCIAL METHODS
Section I. No pecuniary obligations shall be contracted without express sanction of the Board of Directors or the Executive Committee, but this provision shall not prevent the Executive Director or employees authorized by him/her from incurring indebtedness, within limits of the annual budget approved by the Board of Directors for the purpose of administering the operations and programs of the Association.
Section II Such officers or employees as the Board of Directors may designate shall be bonded by a reliable bonding organization in such amounts as the Board of Directors may determine.
Section III The Treasurer or the Executive Director (or a designated Financial Office for the Association) may deposit, withdraw or transfer the funds of the Association in one or more banks as determined by the Board, but shall not invest them without authorization of the Board of Directors.
Section IV. At each annual business meeting, the financial records for the preceding fiscal year shall be submitted to the Board of Directors by the Treasures. A summary of these accounts will be published in the Annual Report of the Association and made available to all its membership. Such accounts will be maintained at the Association office. Whine applicable by IRS standards, an annual audit will be performed by a Certified Public Accountant.
ARTICLE XI. COMMITTEE OF THE BOARD OF DIRECTORS
Section I. There shall be an Executive Committee as described in Article IV, Section II, and Nominating Committee as described in Article V, Section I. The Executive Committee may establish an Advisory Committee to consist of the immediate past President of the Association, two appointed past Board members, and the Executive Director. The Advisory Committee members are non-voting and shall serve at the pleasure of the Executive Committee.
Section II. The following shall be the standing Committees of the Association:
- Executive Committee, whose members shall consist of the President, the Vice President, the Treasurer, the Secretary and at least one Board Member At-Large. The Executive Committee may meet between meetings of the full Board and shall be responsible for ensuring effective engagement of the Board through a continuous process of Board cultivation, recruitment, development, education and assessment. The Nominating Committee is responsible for periodic review of governing documents. The Nominating Committee shall consist of at least three members of the Association one of whom must be a member of the Board.
- Audit and Finance Committee shall review fiscal policy and its implementation and shall develop and monitor the annual operating budget of the Association. The Finance Committee shall provide oversight to the audit process through activities which will include review of the financial information presented in the annual audit as well as the system of internal controls. If and when needed, the Audit and Finance Committee will develop and implement an investment policy and guidelines, oversee the portfolio’s performance and make recommendations to the Board concerning any changes in investment policies or guidelines and the engagement of investment managers.
With the exception of the Audit and Finance Committee, Standing Committee members must consist of at least one Board member. The Audit and Finance Committee will consist of at least three Board members.
Section III. The Board of Directors may establish other Committees or task forces at its discretion. The President, in consultation with the Executive Committee, shall appoint the Chairperson and members of each Committee or task force and shall be an ex-officio member of all Board committees. The President shall present each committee or task force with a charge of activities and goals.
ARTICLE XII. PROFESSIONAL AFFINITY COMMITTEES
Section I. There may be such Professional Affinity Committees as the Board of Directors, by majority vote, shall from time to time authorize or recognize. Such committees may consist of individual members and/or Institutional members. Professional Affinity Committees are intended to represent on-going broad interests of members of the museum profession, and should meet the following minimum criteria: (a) the objects and purposes are compatible with those of the Association, and (b) they represent valid interests and memberships that are national and regional rather than local in scope.
Section II. Professional Affinity Committees may elect officers and may prescribe special dues assessments in addition to regular Association and regional dues, to ensure the Association and /or such Committees carry out special programs.
Section III. The Board of Directors shall have the right to review the activities of all Professional Affinity Committees and may, by majority vote, withdraw the status previously afforded to any such groups as a Professional Affinity Committee.
Section IV. Each Professional Affinity Committee shall make a report to the membership at the annual business meeting.
ARTICLE XIII. INSPECTION OF RECORDS
Books, accounts, documents, and records of the Association shall be open to inspection by a Director at all times during the usual hours of business. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the Association and members, and membership records which shall contain the names of all members and their addresses of record, shall be kept at the principal office of the Association, or at an office of the Secretary or the Resident Agent, if any, of the Association. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any member for any proper purpose but not to secure a list of members or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the Association.
ARTICLE XIV. PROHIBITED ACTIVITIES
No part of the assets of the Association and no part of any net earnings of the Association shall be divided among or inure to the benefit of any Director or Officer of the Association or any private individual or be appropriated for any purposes other than the purposes of the Association as herein set forth; and no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation except at the extent that the Association makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501 (h) of the Internal Revenue Code of 1986, as now in force or hereafter amended (the Internal Revenue Code); and, the Association shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the Association shall be entitled to exemption from the federal income tax under Section 509(c) (3) of the Internal Revenue Code and shall not be a private foundation under Section 509 (a) of the Internal Revenue Code.
ARTICLE XV. TERMINATION OF EXISTENCE
Section I. In order to dissolve this Association, the President must present a resolution recommending that the Association be dissolved to the active membership. A proposal for dissolution may be considered at a regular or special meeting only after thirty (30) days ‘notice in writing or by electronic means is given to each member in good standing. The resolution to dissolve shall be adopted upon receiving at least eighty percent of the vote.
Section II Upon adoption of the resolution for dissolution, the Association shall cease to conduct its affairs, except as may be necessary for the proper completion thereof and shall immediately cause a notice for the proposed dissolution to be mailed to each known creditor and other individuals and organizations with outstanding business, as determined by the Board of Directors.
Section III. Within ninety (90) days of completion of the resolution of dissolution, all Association records should be transferred to Howard University Moorland Spingarn Research Center.
ARTICLE XVI. AMENDMENTS TO BY-LAWS
Section I These by-laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of the majority of members present and voting at any annual meeting of the Association, or via electronic vote, the notice of which contains a statement of the proposed alteration or amendment, provided that the proposed amendment has been submitted to the Secretary in writing at least sixty (60) days in advance and distributed to Association members thirty (30) days in advance of a vote.