Approved at the MAM Annual Meeting 09/18/2014
Article I: Name
The name of this organization shall be the Minnesota Association of Museums, hereinafter referred to as MAM.
Article II Definition of a Museum
The Minnesota Association of Museums defines museums as organizations with professional staff or the equivalent (paid or unpaid) that are primarily engaged in the acquisition, care, and exhibition to the public of objects or interactive exhibits owned or used by the institutions. Further, a museum is understood to possess some or all of the following characteristics: 1) organized for essentially educational and/or aesthetic purposes; 2) owns or uses tangible objects, either animate or inanimate; 3) cares for these objects; 4) exhibits these objects to the general public on a regular basis at or in a facility which it owns or operates; and 5) provides educational and/or cultural programming. These "museums" may include museums, arboretums, zoos, historical societies, science centers, and similar organizations located in the state of Minnesota.
Article III Purpose
The purpose of this corporation is to support Minnesota's museums by:
(1) offering educational opportunities,
(2) fostering communication and collaboration, and
(3) promoting Minnesota's museums as a public resource.
Article IV Membership
Section 1: The membership shall consist of individuals and organizations for which dues are currently paid.
Section 2: Membership categories, dues and fees shall be determined by the Board of Directors.
Article V Board of Directors
The strategy and activities of MAM shall be vested in a Board of Directors. The Board of Directors shall set policy and conduct the business of MAM. Directors shall serve without compensation, but may be reimbursed for actual expenses incurred in the performance of their duties, as necessary and approved.
a. The Board of Directors shall be made up of Officers and Directors. All Officers and Directors shall have voting rights in Board matters.
b. Officers: The Board of Directors shall have four named Officers: Chair, Vice-Chair, Treasurer, and Secretary. The Officers shall be elected by the Directors from within the Board membership.
i. The Chair shall be the chief executive of the MAM Board of Directors. The Chair shall preside at all meetings, prepare the agenda for all meetings, appoint chairs of special committees subject to the approval of the Board of Directors, and serve as ex officio member of all committees. The Chair shall have the duty to see that all resolutions of the organization are carried out. The Chair shall also maintain a liaison with museum groups and other related professional organizations throughout the state of Minnesota and the United States of America.
ii. The Vice-Chair shall assume the position of Chair upon vacancy and shall preside at meetings in the absence of the Chair.
iii. The Treasurer shall oversee and ensure the proper management of all funds and other financial resources of MAM. The Treasurer shall have an annual financial report and budget proposals prepared and submit these to the Board of Directors for approval. The Treasurer shall oversee the receipt of all funds and disbursement of such funds as are designated by the Board of Directors in accordance with the budget.
iv. The Secretary shall keep records of the meetings of the Board of Directors, conduct correspondence not specifically delegated to others and serve as the archivist of the organization.
c. In addition to the four Officers, the Board of Directors shall include at least 10 but no more than 14 Directors, unless changed by amendment to the Bylaws. The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the Board of Directors. All MAM members and others with an interest in the organization shall be eligible to serve and participate as Directors.
d. Voting: Directors must be physically or electronically present to cast a vote. Each Director shall have one vote.
e. Quorum: Quorum for the Board of Directors shall be those Directors who are present, but not less than one-third of the Directors currently holding office.
Section 2: Vacancies or Removal from Office
a. In the event of a vacancy in the position of Chair, the Vice-Chair shall succeed to the office and shall serve in that capacity until the end of the term. Any other mid-term vacancies shall be filled by a majority vote of the Board of Directors to serve for the remainder of the term.
b. Removal from Board: Any Director on the Board may be removed with or without cause by a two-thirds vote at a Board of Directors meeting. A vote for removal of any Director may not be taken unless notice has been given in the agenda communicated in writing at least seven days prior to a Board of Directors meeting.
Article VI Managing Director
The Board of Directors may appoint a paid Managing Director. The Managing Director shall be responsible for and have supervisory power over the day-to-day activities of MAM. The Managing Director shall implement the resolutions and policies of the Board, and shall execute the contracts and agreements as in keeping with such policies and resolutions. When appropriate, the Managing Director shall bring matters affecting MAM to the attention of the Board of Directors and shall keep the Board of Directors informed to meet its policy-making and governance responsibilities. The Managing Director shall participate in all meetings of the Board of Directors as well as all standing, ad-hoc and advisory committees of the Board.
Article VII Committees
Section 1: Executive Committee
a. The Executive Committee shall consist of the Chair, Vice Chair, Secretary and Treasurer. The Executive Committee shall conduct the business of the Association as needed between meetings of the Board of Directors.
Section 2: Standing Committees
a. There will be standing committees. All standing committees shall be agreed by and shall report regularly to the Board of Directors.
b. The Program Committee shall have the Vice Chair as its chair. The Vice Chair is responsible to recruit at least three individual committee members. The committee will be responsible for planning the MAM conference, annual meeting and programs throughout the year.
c. The Finance Committee shall have the Treasurer as its chair. The Treasurer is responsible to recruit at least three individual committee members. The committee will be responsible for planning and overseeing the MAM budget and will provide general supervision of the financial affairs of the Association.
d. The Nominating Committee shall be chaired by a member of the Board of Directors and comprise at least two other Directors, none of whom are seeking re-election or election. It shall be responsible for seeking at least one person for each open Director position, providing an opportunity for interested people to present themselves and presenting resumes of those interested in holding elective office to the membership.
Section 3: Special Committees and Task Forces
Special Committees and Task Forces shall be created by the Chair and Board of Directors as necessary to implement the policies and resolutions of the Association.
Article VIII Elections
Section 1: Board of Directors and Officers
a. Directors shall be elected by a majority of the ballots cast by the general membership and shall take office on the 1st of January following their election. Each term shall last two calendar years. Positions shall be staggered with approximately half of the positions elected each year in rotation.
b. Officers shall be elected by a majority vote of the Board and shall take office on the 1st of January following their election. All officers shall be elected for a term of 2 years. Positions shall be staggered with the Chair and Secretary elected one year and the Vice Chair and Treasurer the following year.
c. No individual shall be elected to one executive office for more than two consecutive terms (4 years) or to the Board of Directors for more than eight consecutive years. Directors who reach this limit will be eligible to be re-elected to the Board after a period of one year off the Board.
d. The Board has the power to fill vacancies to the Board of Directors by a majority vote as needed to ensure a complete complement.
Section 2: The Nominating Committee shall annually present a proposed slate of Directors to the MAM membership for a vote. The proposed slate shall be posted on the MAM website prior to the voting period. Voting may occur by electronic ballot.
Section 3: Nominations may be made by members via the website.
Article IX Meetings
Section 1: Membership
There shall be an annual meeting of the membership to announce Board election results, adopt resolutions, inform members of programs of interest, and discuss the course of action for MAM. Written notice shall be provided at least thirty days prior to the meeting and will include the proposed slate for the Board of Directors.
Section 2: Board of Directors’ meetings shall be held at least four times per year. Notice shall be given at least seven days prior to the meeting.
Section 3: Quorum for meetings of the membership shall consist of 10% of the current fully-paid members of MAM.
Article X Amendments
These Bylaws shall be amended when necessary by a majority of the Board of Directors at a properly convened meeting with an established Quorum. Proposed amendments must be provided to all Officers and Directors at least five business days before the meeting at which they will be considered.