Museum Bylaws

(approved by the KMA Board of Trustees May 23, 2016)

ARTICLE 1
NAME, PURPOSE AND PRINCIPAL OFFICE

Section 1.1 Name. The name of this corporation is KNOXVILLE MUSEUM OF ART (hereinafter the “Corporation”). It is a nonprofit corporation organized and existing under the laws of the State of Tennessee.

Section 1.2 Purpose. The purpose of the Corporation is to support and promote public interest, awareness, knowledge and education in the visual arts in East Tennessee. To this end, the Corporation shall, among other things, develop permanent collection of original works of art and present temporary exhibitions of the highest artistic merit.

Section 1.3 Principal Office. The principal office of the Corporation shall be at 1050 World’s Fair Park Drive, Knoxville, Knox County, Tennessee 37916-1653, or at such other place in the Knoxville area as the Board of Trustees may from time to time determine.

ARTICLE 2
SEAL AND FISCAL YEAR

Section 2.1 Seal. The Corporation need not use a common seal. The signature of the name of the Corporation by a duly authorized officer shall be legal and binding.

Section 2.2 Fiscal Year. The fiscal year of this Corporation shall be from July 1 to June 30, or such other period as may be designated by the Board of Trustees.

ARTICLE 3
MEMBERSHIP AND MEETINGS OF MEMBERS

Section 3.1 Membership. Any person or entity may become a member of the Corporation upon payment of dues prescribed by these Bylaws. Members of the Corporation shall not, however, be “Members” as that term is defined and used in the Tennessee Nonprofit Corporation Act because a member of the Corporation will have no voting rights.

Section 3.2 Categories of Membership. The membership of the Corporation shall be divided into categories as from time to time determined by the Board of Trustees.

Section 3.3 Voting Rights. The members shall not be entitled to vote.

Section 3.4 Meetings. A meeting of the membership may be called anytime by the Executive Committee or the Board of Trustees. Notice of the meeting shall be given by the Secretary, or the person designated by the Executive Committee or the Board of Trustees, by mailing notice of the date, time and place of the meeting to members in good standing on the date of the notice at least seven (7) days prior to the scheduled meeting. Meetings of the members shall be for advisory purposes only to provide an opportunity for the Board of Trustees to report and present information to the membership and to receive comments and input from the membership. No quorum shall be required for any meeting of the membership.

Section 3.5 Membership Dues. The Board of Trustees shall, from time to time, establish membership dues that may vary for the various categories of membership. All membership dues shall be payable annually.

ARTICLE 4
BOARD OF TRUSTEES

Section 4.1 Composition of the Board. Management of all business affairs of the Corporation and responsibility for all financial affairs of the Corporation shall be vested in a Board of Trustees which shall consist of not less than twenty-five (25) nor more than seventy (70) members of the Corporation. Within those limits, the Board of Trustees shall fix the number of Trustees to be elected at the annual election. All members of the Board of Trustees are required to be members in good standing of the Corporation.

Section 4.2 Selection of Trustees. The Board of Trustees shall include the Chair, Chair-Elect, Secretary, Treasurer and Immediate Past Chair, with the remaining Trustees to be elected by the existing Board of Trustees. The election shall be held on a date set by the Executive Committee, which date shall be in May of each fiscal year. The term of each Trustee shall be three (3) consecutive years, which shall coincide with the fiscal year of the Corporation. A Board member may serve no more than two (2) consecutive terms without a sabbatical of one year unless by special exception approved by the Board of Trustees. Further, any officer who is elected for automatic succession to another office shall be eligible to be re-elected to another successive term if his/her existing term would expire before he completes his/her service in the existing office and the office to which he will automatically succeed.

Section 4.3 Vacancies. Any vacancies which occur on the Board of Trustees as a result of the resignation, removal or death of any Trustee shall be filled by the affirmative vote of a majority of the remaining Trustees. Any Trustee so selected shall serve until the expiration of the term of the Trustee he or she is replacing. The Board of Trustees may elect to leave the position vacant, provided the Board of Trustees is not thereby reduced to less than twenty-five (25). A Trustee may resign at any time by submitting a written resignation to the Chair of the Corporation. A Trustee may be removed with or without cause at any time by 66% vote of the Board of Trustees present at a regular or special meeting.

Section 4.4 Compensation. The Trustees shall not receive a salary or any other compensation for their services as Trustees. This provision shall not prohibit the reimbursement of authorized expenses incurred by Trustees in the performance of their duties. This provision shall not prohibit a Trustee from serving the Corporation in another capacity and from receiving compensation for services rendered in that other capacity.

Section 4.5 Legal Counsel. The Board of Trustees shall have a Legal Counsel appointed annually at the Annual Board Meeting. The Chair of the Board of Trustees shall make a recommendation to the Executive Committee whose approval would be required before presenting the proposed name of Legal Counsel to the Board of Trustees for a vote at its annual meeting. The term shall be from July 1 – June 30 of the succeeding year. Legal Counsel must hold a doctorate of jurisprudence and be in good standing in his/her local bar association. Legal Counsel will be a non-voting ex-officio member of the Executive Committee and the Board of Trustees.

ARTICLE 5
MEETING OF THE BOARD OF TRUSTEES

Section 5.1 Place of Meeting. The meetings of the Board of Trustees, regular or special, may be held at the principal office of the Corporation or at any other place designated by the Executive Committee.

Section 5.2 Regular Meeting. Regular meetings of the Board of Trustees shall be held at such time and at such place as shall from time to time be determined by the Executive Committee. At such regular meetings, the Board of Trustees shall consider any and all business of the Corporation that may properly come before the meeting.

Section 5.3 Special Meetings. Special meetings of the Board of Trustees may be called on not less than two (2) days notice by the Chair, by the Executive Committee, or by any three (3) members of the Executive Committee. Only the business for which the special meeting is called shall be discussed and acted upon at such special meeting.

Section 5.4 Notice of Meetings. Notice of regular meetings of the Board of Trustees shall be sent by mail or by any usual means of communication at least seven (7) days prior to the scheduled meeting. Special meetings may be held on not less than two (2) days notice given by any normal means of communication. If an annual calendar of meeting dates is prepared by the Corporation, a copy of the calendar shall be forwarded to all members of the Board of Trustees, and no additional notice of regular meetings shall be required.

Section 5.5 Waiver of Notice/Presumption of Assent.

1. Attendance of a Trustee at a meeting shall constitute a waiver of any required notice of such meeting, unless the Trustee at the beginning of the meeting (or promptly upon his/her arrival) objects to the holding of the meeting and does not thereafter vote for or assent to action taken at the meeting.
2. A Trustee may also waive the required notice of any meeting by signing a written waiver of such notice which shall be filed with the minutes of the meeting in the corporate records. Failure of any Trustee to object at the next regular meeting to the approval of the minutes of the meeting for which such notice was not given or waived shall constitute a waiver of such notice.

Section 5.6 Quorum and Voting.

1. At all meetings of the Board of Trustees, each Trustee shall have one vote. Trustees chosen to serve in an ex officio capacity do not have voting rights.
2. At meetings of the Board of Trustees, 33⅓% of the voting members of the Board of Trustees shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Trustees, the Trustees present may adjourn the meeting from time to time, without notice if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one month, until a quorum shall be present. If a quorum is present at a meeting, the subsequent departure of any Trustees from that meeting prior to adjournment shall not affect the quorum.
3. Unless otherwise specified herein, any action by the Board of Trustees shall require the affirmative vote of the majority, defined here and throughout this document as 51%, of the members of the Board of Trustees in attendance at that meeting, and any such action shall be the act of the Board of Trustees.

Section 5.7 Presiding Officer. All meetings of the Board of Trustees shall be presided over by the Chair of the Board. If the Chair is not present, the Chair-Elect shall preside, or, if s/he is not present, a Chair shall be elected at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings, if present. If s/he is not present, the presiding officer of the meeting shall appoint a Secretary of the meeting.

Section 5.8 Conference Telephone. Any or all Trustees may participate in a meeting of the Board of Trustees or of a committee of the Board by means of a conference telephone, or any means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 5.9 Action by Written Consent. Any action required or permitted to be taken at a meeting of the Trustees may be taken without a meeting if all Trustees consent to taking such action without a meeting. The affirmative vote of the number of Trustees that would be necessary to authorize or take such action at a meeting shall be the act of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Trustee in one or more counterparts, indicating each signing Trustee’s vote or abstention on the action and shall be included in the minutes or filed with the corporate records. A consent signed under this section shall have the same force and effect of a meeting vote and may be described as such in any document.

ARTICLE 6
HONORARY TRUSTEES

Section 6.1 Election. The Board of Trustees shall have the power to elect as honorary trustees those individuals who have demonstrated exceptional service, commitment and/or contribution to the Corporation. Honorary trustees shall be ex officio members of the Board of Trustees and as such shall be eligible to attend all meetings of the Board of Trustees and shall be given notice of such meetings; however, failure to give such notice shall not affect validity of any meeting of the Board of Trustees. Honorary trustees shall not be eligible to vote at meetings of the Board of Trustees.

ARTICLE 7
OFFICERS

Section 7.1 Officers. The Board of Trustees shall elect, based on nominations submitted by the Executive Committee, by a majority vote, the officers of the Corporation, which shall consist of a Chair, Chair-Elect, Executive Director, Secretary and Treasurer and such other officers as the Board of Trustees deems necessary. The Immediate Past Chair shall serve as an officer of the Executive Committee. The Chair of the Board of Trustees shall serve as the Chair of the Executive Committee. Any two or more offices may be held by the same person, except the offices of Chair and Secretary. Officers shall hold office until their successors have been elected, unless they resign or are removed sooner from office as provided in the Bylaws. The Chair’s, the Chair-Elect’s, and the Immediate Past Chair’s terms of office shall be two (2) years. The Executive Director, as chief executive officer, shall serve solely in that position and shall not hold any other offices in the Corporation. The Executive Director’s term of office shall be consistent with the term of the Executive Director’s employment by the Corporation. The term of office for all other offices excepting the Chair, the Chair-Elect, the Immediate Past Chair and the Executive Director shall be one (1) year with re-election permissible.

Section 7.2 Vacancies. Any vacancy which occurs in any office as a result of the resignation, removal or death of any officer shall be filled by the affirmative vote of a majority of the Board of Trustees at its next regular or special meeting at which a quorum is present. Any officer so elected shall fill the remaining term of the officer whom he or she replaces. An officer may resign at any time by submitting a written resignation to the Chair of the Corporation. An officer may be removed at any time by a 66⅔% vote of the Board of Trustees present at a regular or special meeting.

Section 7.3 Compensation. Other than the Executive Director, the officers shall not receive a salary or any other compensation for their services as officers. This provision shall not prohibit the reimbursement of authorized expenses incurred by officers in the performance of their duties. This provision shall not prohibit an officer from serving the Corporation in another capacity and from receiving compensation for services rendered in that other capacity.

Section 7.4 Chair: Powers and Duties. The Chair shall, when present, preside over and serve as chair of all meetings of the membership, the Board of Trustees and the Executive Committee and shall schedule such meetings as may be in the best interest of the Corporation. The Chair shall organize, and present the business of the Corporation at all meetings. Annually, the Chair shall present at a meeting of the Board of Trustees and the membership a report on the business of the Corporation for the preceding year and on business of the Corporation scheduled or contemplated for the coming year. The Chair shall appoint the chairs of all standing committees of the Board of Trustees. The Chair shall further have the power to establish special committees and to appoint the chair of any special committees, subject to the approval of the Executive Committee. The Chair shall also perform such other duties as the Executive Committee or the Board of Trustees may from time to time prescribe.

Section 7.5 Chair-Elect: Powers and Duties. The Chair-Elect shall, in the absence of the Chair, perform the duties and obligations of the Chair. The Chair-Elect shall further perform such other duties as the Executive Committee may from time to time prescribe. The Chair-Elect shall automatically succeed to the office of the Chair upon the expiration of the current Chair’s term of office. The Chair-Elect shall serve as Chair of the Committee on Trustees.

Section 7.6 Secretary: Powers and Duties. The Secretary shall keep or cause to be kept a true and complete record of the proceedings of meetings of the membership, the Board of Trustees and the Executive Committee. The Secretary shall give, or cause to be given, all notices required under these Bylaws and shall perform whatever other duties the Executive Committee may from time to time prescribe. The Secretary shall execute or cause to be executed all contracts and instruments on behalf of the Corporation as instructed by the Executive Committee except such contracts or documents the execution of which is delegated by the Executive Committee to the any other officer of the Corporation or the Executive Director.

Section 7.7 Treasurer: Powers and Duties. The Treasurer shall be the chief financial officer of the Corporation and shall have custody of corporate funds, securities and other investments and current assets, except such funds and securities as may be committed to the custody of others by the Board of Trustees. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited corporate monies and other valuable effects in the name of the Executive Committee. The Treasurer shall render or cause to be rendered reports as to the status of the financial affairs of the Corporation to the Board of Trustees. Prior to the beginning of the fiscal year of the Corporation, the Treasurer shall present or cause to be presented an annual operating budget to the Executive Committee and to the Board of Trustees, and the adoption of the annual budget by the Board of Trustees shall constitute approval for payment and expenditure of all items included in the budget. After the close of the Corporation’s fiscal year, the Treasurer shall cause to be prepared and submitted to the Executive Committee and the Board of Trustees an audited statement of the financial affairs of the Corporation and a report on the adequacy of internal controls. The Treasurer shall further perform or cause to be performed whatever other duties the Executive Committee may from time to time prescribe.

Section 7.8 Executive Director: Powers and Duties. The Executive Director shall serve as chief executive officer of the Corporation. The Executive Director shall be authorized to execute all contracts and instruments on behalf of the Corporation as instructed by the Chair, the Executive Committee or the Board of Trustees except such contracts or documents the execution of which is delegated by the Executive Committee to some other officer. The Executive Director shall also perform such other duties as the Chair, the Executive Committee or the Board of Trustees may from time to prescribe.

Section 7.9 Immediate Past Chair: Powers and Duties. The Immediate Past Chair shall serve as an officer of the Executive Committee.

ARTICLE 8
EXECUTIVE COMMITTEE

Section 8.1 Membership. The Executive Committee shall consist of the Chair, Chair-Elect, Secretary, Treasurer, Immediate Past Chair, the Chairs of the Standing Committees and Guild, four (4) members at large appointed by the Chair, and such other officers as the Board of Trustees deems necessary. The Museum’s legal counsel and the Executive Director shall serve as non-voting ex officio members of the Executive Committee. Members of the Executive Committee shall serve a one (1) year term, which shall be the fiscal year of the Corporation, or until their successors are elected or appointed. Executive Committee members may be reappointed.

Section 8.2 Vacancies. Any vacancy which occurs in the Executive Committee as a result of the resignation, removal or death of any member shall be filled by the affirmative vote of a majority of the Board of Trustees at its next regular or special meeting, at which a quorum is present. Any vacancy which occurs in the Executive Committee as the result of the resignation, removal or death of any member at large appointed by the Chair shall be filled by appointment by the Chair. A member of the Executive Committee so elected shall fill the remaining term of the person whom he or she replaces. A member of the Executive Committee may resign at any time by submitting a written resignation to the Chair of the Corporation. A member of the Executive Committee may be removed at any time by a 66⅔% vote of the Board of Trustees present at a regular or special meeting.

Section 8.3 Powers and Duties. The Executive Committee shall possess all authority and shall carry out all duties and responsibilities delegated to the Executive Committee under these Bylaws. The Executive Committee shall have full authority to act on behalf of the Board of Trustees within any guidelines, programs or policies approved by the Board of Trustees. Subject to the approval of the Board of Trustees, the Executive Committee shall be responsible for the selection and retention of an Executive Director who shall act as the chief executive officer of the Corporation. During the intervals between regular meetings of the Board of Trustees, the Executive Committee shall possess and exercise all of the authority, duties and responsibilities of the Board of Trustees. All Committee recommendations that require action by the Board of Trustees shall be submitted to the Executive Committee for approval prior to presentation to the Board of Trustees. Actions taken by the Executive Committee shall be reported to the Board of Trustees at the next succeeding regular meeting.

Section 8.4 Quorum and Voting.

1. At all meetings of the Executive Committee, each Committee member shall have one vote.
2. At meetings of the Executive Committee, 50% of the members of the Executive Committee shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Executive Committee, the Committee members present may adjourn the meeting from time to time without notice if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one month, until a quorum shall be present. If a quorum is present at a meeting, the subsequent departure of any Committee member from that meeting prior to adjournment shall not affect the quorum.
3. Any action by the Executive Committee shall require the affirmative vote of the majority (51%) of the members of the Executive Committee in attendance at that meeting, and any such action shall be the act of the Executive Committee.

Section 8.5 Presiding Officer. All meetings of the Executive Committee shall be presided over by the Chair of the Board. If the Chair is not present, the Vice Chair Chair-Elect shall preside, or if s/he is not present, a Chair shall be elected by Committee members at the meeting. The Secretary of the Corporation shall act as Secretary of all the meetings, if present. If s/he is not present, the presiding officer of the meeting shall appoint a Secretary of the meeting.

Section 8.6 Conference Telephone. Any or all members may participate in a meeting of the Executive Committee by means of a conference telephone, or any means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 8.7 Action by Written Consent. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if all members consent to taking such action without a meeting. The affirmative vote of the number of Committee members that would be necessary to authorize or take such action at a meeting shall be the act of the Executive Committee. The action must be evidenced by one or more written consents describing the action taken, signed by each Committee member in one or more counterparts, indicating each signing member’s vote or abstention on the action and shall be included in the minutes or filed with the corporate records. A consent signed under this Section shall have the same force and effect of a meeting vote and may be described as such in any document.

Section 8.8 Place of Meeting. The meetings of the Executive Committee may be held at the principal office of the Corporation or at any other place designated by the Executive Committee.

Section 8.9 Regular Meetings. The Executive Committee shall hold regular meetings on dates to be designated by the Executive Committee. At the regular meetings, the Executive Committee shall consider any and all business of the Corporation that may properly come before the meeting.

Section 8.10 Special Meetings. Special meetings of the Executive Committee may be called on not less than two (2) days notice by the Chair, or by any three (3) members of the Executive Committee. Only the business for which the special meeting is called shall be discussed and acted upon at such meeting.

Section 8.11 Notice of Meetings. Notice of the regular meetings of the Executive Committee shall be sent by mail or by any usual means of communication at least seven (7) days prior to the scheduled meeting. Special meetings may be held on not less than two (2) days notice given by any normal means of communication. If an annual calendar of meeting dates is prepared by the Corporation, a copy of the calendar shall be forwarded to all members of the Executive Committee, and no additional notice of regular meetings shall be required.

Section 8.12 Waiver of Notice/Presumption of Assent.

1. Attendance of an Executive Committee member at a meeting shall constitute a waiver of any required notice of such meeting, unless the member at the beginning of the meeting (or promptly upon his/her arrival) objects to the holding of the meeting and does not thereafter vote for assent to action taken at the meeting.
2. A member of the Executive Committee may also waive any required notice of any meeting by signing a written waiver of such notice which shall be filed with the minutes of the meeting in the corporate records. Failure of any member to object at the next regular meeting to the approval of the minutes of the meeting for which such notice was not given or waived shall constitute a waiver of such notice.

Section 8.13 Executive Session. The Chair or any member of the Executive Committee may call for an Executive Session.

ARTICLE 9
STANDING COMMITTEES

Section 9.1 Structure of Committees. There shall be eleven (11) standing committees as set forth herein. Each committee shall consist of the number of members necessary for the conduct of the work delegated to that committee. The Chair of the Board of Trustees shall appoint all committee Chairs from members of the Board of Trustees, but the Chair-Elect shall chair the Committee on Trustees. The size and composition of each committee shall be decided by the committee Chair year to year. All members of the standing committees must be members of the Corporation and may or may not be members of the Board of Trustees. At least one (1) other member of the Board of Trustees shall be appointed to each Standing Committee. The Chair of the Board of Trustees and the Executive Director shall be non-voting ex officio members of all standing committees, and the Executive Director may appoint appropriate staff members to assist each committee. All committee actions shall be subject to the approval of the Executive Committee, prior to presentation to the Board of Trustees. Each standing committee shall be authorized to appoint subcommittees as needed to accomplish the work delegated to the standing committee.

Section 9.2 Collections and Exhibitions. The Collections and Exhibitions Committee shall assist Museum staff in the planning and implementation of acquisition and de-accession of works of art and shall review the actions and plans of the Museum regarding collection development, exhibitions and loans from the permanent collection in order to further the mission of the Museum.

Section 9.3 Building and Grounds. The Building and Grounds Committee shall monitor, review and recommend action to the Executive Committee as to maintenance, repair and development of facility and grounds.

Section 9.4 Development. The Development Committee shall support the Director of Development in all fundraising campaigns, visioning, strategizing, provide networking and monitor progress of fundraising goals and revenues. It shall review the plans and actions of the Corporation to ensure adequate revenue to support all phases of the Corporation’s operations, current and future, including membership and membership services. The Guild Chair shall hold a seat on the Development Committee.

Section 9.5 Education. The Education Committee shall be responsible for assisting museum staff with reviewing, planning and implementing the educational programs and strategies for audience development and program evaluation. The committee includes, but is not limited to, members of the various constituencies of our community both in the program planning and promotion of audience development. At least one docent shall hold a voting seat on the Education Committee.

Section 9.6 Finance. The Finance Committee shall review regular financial reports and other data to assure sound operations, appropriate earnings from investment, and adequate financial controls and planning.

Section 9.7 Strategic Planning. The Strategic Planning Committee shall ensure that a comprehensive long-range plan approved by the Board of Trustees is in place at all times and monitors performance within the strategic plan. The long-range plan shall be revised and updated at least every three years by identifying issues necessary for the successful future of the Museum.

Section 9.8 Committee on Trustees. The Committee on Trustees shall nominate individuals as candidates for the roles of trustees and officers. In addition, the Committee on Trustees shall suggest to the Board Chair and the Executive Director means to enhance the effectiveness of the Board of Trustees through orientation, trustee training, development of prospective trustees, monitoring diversity issues and participating in formal studies concerning self-governance and accreditation. The committee also will be responsible for updating as needed the Bylaws and Code of Ethics.

Section 9.9. Estate Planning. The Estate Planning Committee shall oversee the growth of the Museum’s endowment program, the funds of which are managed by the KMA Foundation Board.

Section 9.10 Marketing. The Marketing Committee shall assist the museum’s director of marketing with developing, implementing, and evaluating the museum’s marketing and promotional efforts.

ARTICLE 9.11 Human Resources. The Human Resources Committee shall review personnel and policy changes suggested by the Executive Director and advises the Trustees and the Executive Director regarding such; under the guidance of the Executive Director, reviews and advises the Executive Director and Trustees bi-annually on the KMA Employee Handbook; recommends to the trustees suggestions in regard to salaries, working hours, vacation, sick leave, insurance, retirement, staff recognition, staff relationships, and other matters pertaining to the employees of the KMA; recommends policies that will result in a highly motivated, well-trained workforce and provide a clear process and a plan for critical succession planning issues.

Section 9.12.  Archives Committee.  The Archives Committee will guide the establishment and maintenance of a permanent and professionally organized collection of primary source documents that have/will be accumulated over the course of the KMA’s lifetime.  The records selected for the Archives will reflect the enduring cultural and historical value of the KMA and its predecessors.

ARTICLE 10
AUXILIARIES

Section 10.1 The Guild. The president of the KMA Guild shall serve as a full member of the board and Executive Committee with all voting rights. In addition, the sitting president-elect may be invited to serve as an ex officio member of the board of trustees.

Section 10.2 Volunteer Advisory Council. The chair of the Volunteer Advisory Council shall serve as a full member of the board and Executive Committee with all voting rights.

Section 10.3 Collectors Circle. The Collectors Circle Chair or Co-Chairs shall be ex officio members of the Board of Trustees. They shall be eligible to attend all meetings of the board and shall be given notice of such meetings.

ARTICLE 11
SPECIAL COMMITTEES

Section 11.1 Special Committees. The Board of Trustees, and/or the Executive Committee, may, by appropriate resolution, create additional special committees. Such resolution shall designate the membership, powers and functions of the committee and the tenure of the committee chairs and members.

Section 11.2 Chairs of Special Committees. Chairs of special committees may be invited to serve as ex officio trustees.

ARTICLE 12
EVALUATION AND SELECTION COMMITTEES

Section 12.1 Executive Director Evaluation Committee. The Executive Director Evaluation Committee shall consist of the Chair of the Board, Chair-Elect, Immediate Past Chair and two current trustees chosen by the Chair to serve as members at large. The committee is to be convened no later than March 1st with its work of evaluating the Executive Director to be completed by May 1st of each year.

Section 12.2     Chair-Elect Nominating Committee.  The Chair-Elect Nominating Committee shall consist of the Chair of the Board, current Chair-Elect, Immediate Past Chair and two members at large chosen by the current Chair-Elect.  The outgoing Chair shall convene this committee no later than September 1 in the year immediately preceding his/her term limit.  The Chair-Elect Nominating Committee shall recommend the candidate to the Executive Committee; upon approval the Executive Committee shall recommend the candidate to Board of Trustees for their approval.  This process is to be completed no later than October 31 to allow the future Chair-Elect to participate on Committee on Trustees meetings in preparation to act as Chair of this committee during the next cycle.

ARTICLE 13
EXECUTIVE DIRECTOR

The Executive Director shall be the chief executive officer of the Corporation and shall report to the Board of Trustees. The Executive Director has responsibility and authority for the day-to-day operation of the museum. S/He shall be responsible for the selection, retention, development, and dismissal of staff members. S/he shall implement the policies, programs and actions approved by the Board of Trustees. The Executive Director shall also be an ex officio member of the Board of Trustees and all standing Committees. The Executive Director shall perform such duties and responsibilities as from time to time determined by the Board of Trustees and, subject to any contract rights, shall serve at the direction of the Board of Trustees.

ARTICLE 14
CONFLICT OF INTEREST

The authorization of any contracts or transactions between the Corporation and one or more of its Trustees, or, any entity in which any of the Corporation’s Trustees are financially interested or stand to attain financial gain, shall not take place without the benefit of competitive bid and full disclosure by the interested Trustee to the appropriate Trustee committee and to the Board of Trustees itself. If a Trustee representing any entity as outlined above serves on a committee of the Corporation, he must reveal such interest to the committee and Trustees, and must not participate in any voting procedure which may cause or suggest a conflict of interest or the appearance of a conflict of interest. However, no contract or other transaction between the Corporation and one or more of its Trustees, officers or any other corporation, firm, association, or entity in which one or more of its Trustees or officers are directors or officers are financially interested, shall be either void or voidable solely because of such relationship or interest, or because such Trustee, or officer, is present at the meeting of the Board of Trustees or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his/her vote is inadvertently counted for such purpose, if the material facts to his/her interest and as to the transaction are disclosed or are known to the Board or committee and the fact of such interest is noted in the minutes, and the Board or committee authorizes, approves or ratifies the transactions by a vote sufficient for such purpose without counting the vote of the interested Trustee or officer.

ARTICLE 15
INDEMNIFICATION

Section 15.1 Indemnification in Actions by Third Parties .

1. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that s/he was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, including any appeal thereof, if s/he acted in good faith and in a manner s/he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
2. A Trustee’s conduct with respect to an employee benefit plan for a purpose s/he reasonably believed to be in the interest of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a).
3. The termination of any action, suit or proceeding judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which s/he reasonably believes to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.

Section 15.2 Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or contemplated action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that s/he is or was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if s/he acted in good faith and in a manner s/he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, no indemnification shall be made in respect of any proceeding as to which a person shall have been adjudged to be liable to the Corporation for (a) a breach of the duty of loyalty to the Corporation, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) liability for improper personal benefit.

Section 15.3 Indemnification Required. To the extent that a Trustee, officer, or employee or agent of the Corporation has been wholly successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 13.1 or 13.2 of this Article or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 15.4 Determination with Respect to Indemnification. Any indemnification under Section 13.1 and 13.2 of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in such section. Such determination shall be made:

1. By the Board of Trustees by a majority vote of a quorum consisting of Trustees who, at the present time, are not parties to such action, suit or proceeding; or
2. If a quorum cannot be obtained under subsection (a) by a majority vote of a committee duly designated by the Board of Trustees (in which delegation Trustees who are parties may participate) consisting solely of two (2) or more Trustees not at the time parties to such action, suit or proceeding; or
3. By independent special legal counsel selected by (i) the Board of Trustees or its committee in the manner prescribed in subsections (a) or (b); or (ii) if a quorum of the Board of Trustees cannot be obtained under subsection (a) and a committee cannot be designated under subsection (b), selected by a majority vote of the full Board of Trustees (in which selection directors who are parties may participate).

Section 15.5 Advance of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 13.4, if: (a) the Trustee, officer, employee or agent furnishes the Corporation a written affirmation of his/her good faith belief that s/he has met the standards of conduct described in Section 13.1 and 13.2; (b) the Trustee, officer, employee or agent furnishes the Corporation a written agreement executed personally or on his/her behalf to repay such amount if it is ultimately determined that s/he is not entitled to be indemnified by the Corporation as authorized in this Article; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.

Section 15.6 Other Indemnification. The indemnification provided by these sections shall not be deemed exclusive of any other rights to which one seeking indemnification may be entitled under the Charter of the Corporation, any agreement, vote of Trustees or otherwise.

ARTICLE 16
CHANNEL OF COMMUNICATIONS

The Executive Director shall be the Channel of Communications between the Board of Trustees and the Museum Staff

ARTICLE 17
RULES OF ORDER

All questions of parliamentary procedure and order shall be governed by the current edition of Roberts Rules of Order.

ARTICLE 18
AMENDMENTS

Section 18.1 Authority. These Bylaws, or any section thereof, may be amended, repealed or replaced by the vote of a majority of a quorum of the Board of Trustees.

Section 18.2 Notice. No amendment to these Bylaws shall be made unless written notice of the proposed amendment has been forwarded to all members of the Board of Trustees at least seven (7) days prior to the meeting at which the amendment is considered. Notice of the proposed amendment may also be given by distributing copies of the proposed amendment at a meeting of the Board of Trustees, along with notice that the proposed amendment will be considered at the next regular meeting of the Board of Trustees.

Section 18.3 Repeal. All prior Bylaws of the Corporation, including without limitation all Bylaws inconsistent with these Bylaws, are hereby repealed and replaced.

ARTICLE 19
REFERENCES

Section 19.1 Captions. The captions herein are for convenience and shall not be construed to limit the effect of any section hereof.

Section 19.2 General. All references herein to the masculine shall include the feminine, and all references herein to the singular shall include the plural, as appropriate.