BYLAWS OF THE BOARD OF DIRECTORS OF THE LOUISIANA STATE MUSEUM ARTICLE 1 SOURCES OF AUTHORITY

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1 BYLAWS OF THE BOARD OF DIRECTORS OF THE LOUISIANA STATE MUSEUM ARTICLE 1 SOURCES OF AUTHORITY Section 1. The Board of Directors of the Louisiana State Museum (the "Board") was created by an act of the Louisiana legislature in The membership, powers and authority of the Board have been modified from time to time by later acts of the Louisiana legislature. The Board's authority is derived from such legislation and is limited by it. (Louisiana statutes relevant to the Board's authority are cited in these bylaws, where appropriate, to their most recent codification in the Louisiana Revised Statutes of 1950, as amended, by title and section. For example, "La. R.S. 25:341", means Title 25, Section 341 of the Louisiana Revised Statutes of 1950, as amended. Opinions of the Attorney General of Louisiana are cited in these bylaws as, for example, "Op. Atty. Gen , Nov. 6, 2002".) Section 2. The Louisiana State Museum (the "Museum") is a complex of facilities currently in the cities of Baton Rouge, Natchitoches, New Orleans, Patterson, Thibodaux and Winnfield under the management and supervision of the Office of the State Museum ("OSM") of the Louisiana Department of Culture, Recreation and Tourism ("DCRT"). (La. R.S. 25:341A; La. R.S. 36:208A, C). Section 3. The Secretary of the DCRT (the "DCRT Secretary"), who by law may be appointed by the Lieutenant Governor with the approval of the Senate, is the executive head and chief administrative officer of the DCRT, under the general control and supervision of the Lieutenant Governor. (La. R.S. 36:203A). If a DCRT Secretary is not appointed, the Lieutenant

2 Governor shall perform all duties, functions and responsibilities of the DCRT Secretary as are provided by law or are provided for herein. (La. R.S. 36:203B). The Board is created in the DCRT. (La. R.S. 25:341C). The director of the Museum (the "Director") is designated as an Assistant Secretary of the DCRT with specific responsibility for the OSM. (La. R.S. 25:343; La. R.S. 36:207A(2)). The Director exercises the powers and authority granted to him subject to the overall direction and control of the DCRT Secretary, who has the authority to determine the duties and functions of the Director, except as otherwise provided in Title 36 of the Louisiana Revised Statutes of 1950, as amended, in the manner more fully described below in Article 3 and in Section 6 of Article 7. (La. R.S. 36:207B, -D). Section 4. These bylaws have been adopted by the Board in response to the mandate imposed upon it by La. R.S. 25:342A(2). ARTICLE 2 MISSION OF THE MUSEUM Section 1. The OSM has custody of, and the responsibility to administer, manage, operate, maintain and preserve: (a) the buildings, collections and exhibitions of the Louisiana State Museum complex located in the city of New Orleans, including but not limited to the Cabildo, the Presbytere, the Lower Pontalba Building, the Jackson House, the Creole House, the Arsenal, Madame John's Legacy, 1000 Chartres, and the Old United States Mint; (b) the Wedell-Williams Memorial Aviation and Cypress Sawmill Museum in Patterson; 2

3 (c) the Louisiana Political Museum and Hall of Fame in Winnfield; the Louisiana Sports Hall of Fame and Northwest Louisiana History Museum in Natchitoches; (d) the Edward Douglass White Historic Site near Thibodaux; and (e) the Capitol Park Museum in Baton Rouge The Museum is a historical, cultural and educational institution whose primary purpose is to collect, preserve and present, as an educational resource, objects of art, documents, artifacts and the like that reflect the history, art and culture of Louisiana. (La. R.S. 25:341B). The Museum is open to the public. (La. R.S. 25:342A(5)). The collections of the Museum may be lent in part, and shall be available for the use of educational projects, subject to approval by the Board. (La. R.S. 25:346). The Museum is directed to cooperate with Louisiana schools and institutions of higher learning in the teaching of Louisiana history and culture. (La. R.S. 25:342D). Section 2. The legislature is required to provide sufficient funds for the proper professional operation of the properties of the Museum, according to accepted standards of museum operations and practices as established by the American Association of Museums, including a competent professional, technical and administrative staff, all members of which shall be subject to the civil service laws. (La. R. S. 25:344). 3

4 ARTICLE 3 DOMICILE AND POWERS OF THE BOARD Section 1. The domicile of the Board shall be the city of New Orleans. The OSM may, however, establish additional offices within such Museum facilities as it may deem advisable, after consultation with the Board. (La. R.S. 25:342B(1)). The Board shall establish and use an identifying seal pertaining to Museum business. (La. R.S. 25:342A(4)). Section 2. Except as otherwise provided by law, the Board and the professional staff of the Museum shall be governed by the standards of museum ethics as promulgated by the American Association of Museums and the Louisiana Code of Governmental Ethics (La. R.S. 42:1101 et seq.). The Board may adopt such further standards of ethics as it deems to be in the best interest of the Museum. (La. R.S. 25:342E). Section 3. The DCRT Secretary and the Director shall consult with the Board with respect to policies for the Museum, particularly with respect to (a) the Museum s operating and capital budgets, strategic plans, and major exhibits, and (b) the feasibility and desirability of adding further facilities to the Museum. (La. R.S. 25:342B(2)). Section 4. Other specific powers of the Board include the power to: (a) oversee accessions, deaccessions, loans and conservation of museum properties, collections and exhibitions in accordance with professional museum practices as established by the American Alliance of Museums, subject to the overall direction and control of the DCRT Secretary (La. R.S. 25:342B(2)-(3); La. R.S. 36:207D, -208C, -909); 4

5 (b) approve loans in part of collections of the Museum or their use for educational projects that may, in either case, be proposed by the Director (La. R.S. 25:346); (c) oversee deaccessions with respect to collections of the Museum (which are exempt from state laws relative to the sale or disposal of surplus property), and to establish policies and procedures necessary to carry out this authority in an orderly manner consistent with the standards established by the American Alliance of Museums (La. R.S. 25:345B; La. R.S. 36:208C - 909); (d) serve as trustees for the William Irby Trust (La. R.S. 25:342B(2); La. R.S. 36:208C, -909); (e) establish a comprehensive usage plan and a lease program that meet the requirements of La. R.S. 25:349B for the commercial space within or on the Museum properties located in the New Orleans French Quarter, and lease such space in accordance with such plan and program (La. R.S. 25:349); (f) lease residential space within the Lower Pontalba Building for residential purposes, subject to the requirements of La. R.S. 25:350 (La. R.S. 25:350); (g) advise the Director with respect to the negotiation of a lease for space in the Old United States Mint for purposes deemed appropriate by the Director, subject to the requirements of La. R.S. 25:351, provided that a 5

6 final determination to enter into any such lease shall be made in open meeting of the Board after public advertisement at least once, no more than ten days before such open meeting is held (La. R.S. 25:351); (h) cooperate with the OSM and nonprofit organizations established to support the Museum in seeking and accepting funds, governmental grants, donations and contributions of land, buildings, money or other property on behalf of or as additions to the Museum, in the form of either loans or donations, or to acquire them by purchase, lease or otherwise. (La. R.S. 25:345A); and (i) appoint a search committee to nominate three candidates for appointment by the Lieutenant Governor to the Director position. The Board shall establish criteria for the Director position which criteria shall include but are not limited to possession of a master's degree in Museum Science or a related field and clear evidence of successful performance as a skilled professional. (La. R.S. 25:343A). Section 5. The Board shall not authorize reports and recommendations which include the issue, publication or distribution of general information, documents or pamphlets, which are published on a regular basis and are generally known as newsletters. (La. R.S. 25:342A(4)). Section 6. The powers of the Board with respect to the Museum are limited by statutes that confer on the OSM, subject to the jurisdiction, control, overall direction and direct supervision of the DCRT Secretary: 6

7 (a) custody of and power to administer, manage, operate, maintain, and preserve the properties of the Museum; (b) power to establish admission and tour fees and user or rental fees for Museum buildings and exhibits; (c) authority to contract with consulting experts in the fields of museum administration and conservation, and with appraisers, buying agents, designers, engineers, attorneys, accountants, construction and financial experts and other such persons as may be necessary to carry out the purposes of the Museum; (d) authority, in cooperation with the Board and nonprofit organizations established to support the Museum, to seek and accept funds, governmental grants, donations and contributions of lands, buildings, money or other property on behalf of or as additions to the Museum, in the form of either loans or donations, or to acquire them by purchase, lease or otherwise; (e) authority to enter into contracts and agreements with any public agency or nonprofit corporation organized for the primary purpose of supporting the programs and activities of the Museum, for the establishment of offices, stores or exhibits in the buildings of the Museum, and for joint construction, equipment, maintenance and financing of such buildings, as well as other cooperative enterprises; and 7

8 (f) authority, subject to the advice of the Board, to negotiate a lease for space in the Old United States Mint for purposes deemed appropriate by the Director, subject to the requirements of La. R.S. 25:351, which include approval by the Board of such lease. (La. R.S. 25:341A, -342A(5)-(8), -B(3); La. R.S. 25:345A, -351; La. R.S. 36:207D, -208C; Op. Atty. Gen , Nov. 6, 2002). Section 7. The fiscal year of the Board shall begin on July 1 and end on the following June 30. ARTICLE 4 NUMBER, APPOINTMENT, QUALIFICATIONS AND TERM OF MEMBERS OF THE BOARD Section 1. The Board shall consist of 21 members, all appointed by the Lieutenant Governor, subject to confirmation by the Senate, of whom: (a) two shall be from a panel of four names submitted by the Friends of the Cabildo; (b) one shall be from a panel of four names submitted by the Louisiana Historical Society; (c) one shall be from a panel of four names submitted by the Louisiana Historical Association; (d) one shall be from a panel of four names submitted by the Foundation of Historical Louisiana, Inc.; 8

9 (e) one shall be from a panel of four names submitted by the Wedell- Williams Aviation and Cypress Sawmill Museum in Patterson; (f) two shall be from a panel of four names submitted by the Louisiana Museum Foundation; (g) one shall be from a panel of four names submitted by the Friends of the Edward Douglass White Historic Site; (h) one shall be from a panel of four names submitted by the Louisiana Sports Hall of Fame Foundation (i) one shall be the Secretary of the Department of Culture, Recreation and Tourism, (j) one shall be from a panel of four names submitted by the Advisory Board of the Civil Rights Museum, (k) two shall be from a panel of four names submitted by the Friends of the Capitol Park Museum, and (l) the remaining seven shall be from the state at large, selected in such manner as to provide that the membership on the Board will reflect the ethnic and cultural diversity of the population of the state and encourage statewide representation on the Board. (La. R.S. 25:341D). Section 2. The qualifications of members of the Board shall be (a) a knowledge of and interest in art, history, and cultural restoration, (b) experience in one of the following subject 9

10 areas: marketing, law, historic preservation, museum sciences, finance, accounting, business administration, fundraising for nonprofits, facility management, community or consumer advocacy, or other pertinent disciplines; and (b) the taking of and subscription to an oath of office required of state officials. (La. R.S. 25:341D, -G; La. R. S. 42:141, -161). The oaths of office of members of the Board shall be filed with the office of the Secretary of State within one month of being administered. (La.R.S.25:341H; La. R.S. 42:162). Section 3. The appointed members of the Board shall hold office for a term of four years, after the initial terms as provided in La. R.S. 25:341E(2)(b). Each member of the Board shall serve until his successor is appointed and takes office. (La. R.S. 25:341E). A member shall serve no more than two consecutive terms. (La. R.S. 25:341E(2)(a)). Section 4. A member of the Board may resign at any time by giving written notice of such resignation to the Lieutenant Governor, with a copy to the Chairman. Unless otherwise specified therein, any such resignation shall take effect upon its receipt by the Lieutenant Governor. The failure of a resigning board member to put the resignation in writing shall not prevent the Lieutenant Governor or the Board from accepting such resignation. The term of office of a member of the Board shall be deemed to have continued notwithstanding his resignation, however, until his successor shall have been inducted into office. (La. R.S. 42:2). Section 5. A member of the Board may be removed from office by the appointing authority for cause, including but not limited to abandonment of office, conviction of a felony, or a plea of nolo contendere thereto, malfeasance, or gross misconduct in office. A member of the Board may be deemed to have abandoned his office upon failure to attend any four consecutive 10

11 meetings of the Board or any four meetings in a calendar year, unless the absence was excused by the appointing authority in response to the member s request. Section 6. Any vacancy on the Board, whether resulting from resignation, death or otherwise, may be filled by the Lieutenant Governor, subject to confirmation by the Senate, for the remainder of the unexpired term, provided that any vacancy among directors who were appointed from a panel or list described in Section 1 of this Article 4 must be filled from a new panel or list submitted by the same organization or officer. Vacancies shall be filled in accordance with La. R.S. 25:341F and other applicable law. Section 7. Members of the Board shall serve without compensation, but they shall, if they so request the Board in writing, receive their actual expenses incurred in attending any meeting of the Board. (La. R.S. 25:341G). Section 8. Members of the Board are subject to the Louisiana Code of Governmental Ethics, La. R.S. 42: (the "Code") as respects their service on the Board. The Code provides, among other things, that no member of the Board may: (a) in connection with the performance of the duties of his office as a director, receive anything of economic value from the Board or the Museum (other than allowable expense reimbursements), or from any person transacting business with the Board or the Museum or from any person seeking to transact business with the Board or the Museum, 11

12 (b) use his Board position to coerce another to provide him with anything of economic value, or to support or oppose the election of a political candidate, (c) vote as a member of the Board or otherwise participate in a transaction involving the Board or the Museum in which he or his affiliates have a substantial economic interest, or (d) bid for or enter into any contract with the Board or the Museum, or permit any of his affiliates to do so, during his service as a member of the Board and for two years thereafter. The foregoing description is only a brief summary of certain provisions of the Code. Members of the Board are responsible for reviewing the detailed provisions of the Code before participating in any vote, action, or transaction that might reasonably be expected to be prohibited by the Code. Members of the Board are cautioned that the Code is a complex statute containing numerous highly technical exceptions and qualifications. By law, only the State Board of Ethics, the Ethics Adjudicatory Board, and the courts have the power to make authoritative interpretations of the Code as applied to specific fact situations. Members of the Board are therefore urged to consult experienced legal counsel with respect to the applicability of the Code, in advance of engaging in any transaction with the Board or the Museum, or acquiring an interest in any entity engaged in any transaction with the Board or the Museum, that a person of ordinary prudence might suspect could present a conflict of interest with that member's service on the Board. Members of the Board are required to complete a minimum of one hour of 12

13 education and training on the Code of Governmental Ethics during each year of the member s term of office. (La. R.S. 42:1170). ARTICLE 5 MEETINGS OF THE BOARD AND OF COMMITTEES OF THE BOARD Section 1. The Board shall meet once each quarter, unless additional meetings are called by the Lieutenant Governor, the Secretary of the Department of Culture, Recreation and Tourism, Chair of the Board, or a quorum of the Board. (La. R.S. 25:342A(1)). The Director shall attend all meetings of the Board to the extent practicable. Subject to compliance with the provisions of this Article 5 relating to notice, the Chairman or, in his absence or inability to act, the Vice-Chairman, shall have discretion, in extraordinary circumstances, to change the date of any regular meeting of the Board to a more convenient date. Section 2. The Chairman or, in his absence or inability to act, the Vice-Chairman or, in the absence or inability of both to act, any member of the Board elected by a majority of those present, shall preside over all meetings of the Board. The agenda for each meeting of the Board shall be determined, after consultation with the Director, by the Chairman or, in his absence or inability to act, the Vice-Chairman, or in the absence or inability of both to act, the Director. Section 3. Not less than ten days written notice of the agenda, date, time and place of each meeting of the Board shall be given by the Secretary to every member of the Board by (a) mailing the same not less than ten days before the meeting via first-class prepaid United States mail addressed to the member at the last address furnished by him to the Secretary, or (b) personal delivery, overnight courier service or facsimile or other electronic transmission. Each such notice shall be accompanied or supplemented (in either hard copy or electronic format) by a 13

14 Board book containing minutes, reports and recommendations by the Board, any Committee or officer of the Board or the Director, that are relevant to the agenda for the meeting. Section 4. The Director shall furnish a copy of La. R.S. 42:11-28 (the Louisiana Open Meetings Law) and written public notice of the Board's scheduled regular meetings at the beginning of each year, by posting the same at the principal office of the Board. (La. R.S. 42:12B; -19A(1)(a)). In addition, the Director shall furnish written public notice of, by posting at the principal office of the Board and at such other place as may be required by law at least 24 hours prior to, each meeting of the Board or any Committee, and shall provide any member of the news media with notice of all such meetings upon request. The Director shall also provide public notice on the LSM website for no less than twenty-four hours immediately preceding the meeting. (La. R.S. 42:19A(2)(a)). All public notices of meetings of the Board or any Committee shall include the meeting's agenda, date, time and place. (La. R.S. 42:19A(1)(b)(ii)). Section 5. All meetings of the Board or any Committee shall be open to the public, unless closed as an executive session or under one of the other exceptions contained in La. R.S. 42:16, 17 or -18. (La. R.S. 42:14). Section 6. A majority of the entire membership of the Board or any Committee shall constitute a quorum for the transaction of official business at any meeting thereof. All official actions of the Board or any Committee shall require the affirmative vote of not less than a majority of the members present and voting. (La. R.S. 25:342A(3)). Solely for purposes of determining the minimum vote required for the Board or any Committee to take official action on a particular matter, members who are present, but who elect to abstain from a vote on that matter, shall be treated as absent, notwithstanding that such members are counted as present for 14

15 purposes of determining the existence of a quorum. Except as provided in R.S. 42:1120.4, an abstention does not resolve a conflict of interest under the Code of Governmental Ethics. All votes of the Board or any Committee shall be made by voice vote, recorded in the minutes. Voting by proxy or by secret ballot shall not be permitted. (La. R.S. 42:14B-C). No director who participates in any meeting of the Board or any Committee by telephone, rather than in person, may be counted for quorum or may vote, and no telephone poll may be used by the Board or any Committee to take official action. (Ops. Atty. Gen. No , Apr. 23, 2002; No , July 19, 1988.) All actions taken by the affirmative vote of not less than a majority of the members present and voting, at a duly convened meeting of the Board or any Committee at which a quorum was present at the call to order, shall be official actions of the Board or such Committee. Section 7. No item that was not listed on the agenda for a meeting of the Board or any Committee shall be considered at the meeting without the unanimous approval of the members present at the meeting. Prior to any vote on the motion to take up a matter not on the agenda, there shall be an opportunity for public comment on any such motion. (La. R.S. 42:19A(1)(b)(ii)). The agenda for every regular meeting of the Board shall include a report by the Director. Section 8. All meetings of the Board or any Committee shall be conducted in a manner generally consistent with Robert's Rules of Order. The chairman of any meeting of the Board or any Committee shall, however, have discretion (subject to being overruled, with respect to any point of order, by vote of a majority of the Board members present) to conduct the meeting in a fair and reasonable manner, even though not in strict compliance with Robert's Rules of Order. The chairman of any such meeting shall have authority, either on his own 15

16 motion or pursuant to a majority vote of the Board members present, to order the removal of any person or persons who willfully disrupt the meeting to the extent that orderly conduct of the meeting is seriously compromised. (La. R.S. 42:17C). Section 9. The agenda for every meeting of the Board and every Committee shall provide an opportunity for public comment at the meeting. (La. R.S. 42:14D). Unless otherwise determined by the chairman or a majority of the members of the Board or Committee present, however, no member of the public shall be permitted to: (a) comment at a meeting unless he or she shall have submitted a written request to the chairman, not later than the call to order, stating the individual's name and identifying the subject(s) on which he or she wishes to comment, (b) speak more than once at the same meeting, (c) engage in a colloquy with the chairman or any member of the Board or Committee, or participate in the deliberations thereof, (d) speak for longer than five minutes or (e) speak after a reasonable public comment period of not more than 20 minutes has expired. In the event the chairman of the meeting terminates the public comment period at a time when members of the public who have not spoken desire to speak, he shall invite them to submit 16

17 their comments in writing to the Director for consideration at a later time by the Board or the Committee. Section 10. Written minutes of all meetings of the Board and every Committee shall be kept by the Administrative Assistant of the Louisiana State Museum, if she is present, or in her absence by some other person appointed by the chairman of the meeting. Such minutes shall list the name of each director (or member of a Committee), indicate whether he was present or absent, and record the substance of all matters decided. (La. R.S. 42:20A). A copy of all such minutes shall be retained permanently in chronological order in a book maintained for that purpose on the premises of the Museum. Subject to exceptions allowed by law, all such minutes shall be public records available within a reasonable time after the meeting for public inspection. (La. R.S. 42:20B). Section 11. If, as and when appropriate, the Board shall, from time to time as the occasion arises, consider the selection, term, compensation and responsibilities of advisors to the Board. (La. R. S. 25:342A(2)(b)). ARTICLE 6 COMMITTEES OF THE BOARD Section 1. The Board shall have three standing Committees, which shall be the Executive Committee, the Irby/Finance Committee, and the Collections Committee. Every member of the Board shall be appointed to serve on at least one standing Committee. In addition, either the Board or, by written notice to the Board and subject to its approval, the Chairman, may from time to time create and fix the number of members of, one or more ad hoc Committees for specified purposes. (La. R.S. 25:342A(2)(c)). No person other than a member 17

18 of the Board may chair, serve or vote as a member of a Committee, but any Committee may invite advisors to assist in its deliberations. Section 2. Subject to Sections 4 and 6 of this Article 6 and to the approval of the Board, the Chairman shall have authority to appoint and (except in the case of the Executive Committee and the Chairman of the Irby/Finance Committee) remove the members of all Committees and to designate their respective chairmen. Every Committee shall have the authority to appoint and dissolve, from time to time, one or more subcommittees, consisting of fewer than all members of the Committee, to exercise a portion of the powers, or satisfy a portion of the responsibilities, of the Committee, subject to the oversight and control of the Committee. The Director shall be given the same notice as members of, and shall have the right to be heard at, all meetings of all Committees. Section 3. Except as otherwise provided in Section 5 of this Article 6, all Committees shall meet on business days at the call of their respective chairmen. Written notice of the agenda, date, time and place of each Committee meeting shall be given by the Administrative Assistant of the LSM or the chairman of the Committee to every member of the Committee (a) by mailing the same not less than ten days before the meeting via first-class prepaid United States mail addressed to the member at the last address furnished to the Secretary by such member, or (b) by overnight courier, personal delivery or facsimile or other electronic transmission delivered not less than 48 hours before the meeting. Each such notice shall be accompanied (in either hard copy or electronic format) by a Committee folder containing minutes, reports and recommendations of the Committee, any officer of the Board or the Director, that are relevant to the agenda for the meeting. Every member of the Board shall provide the Secretary and his Committee chairman with a telephone facsimile number or 18

19 electronic mail address to which such notices may be sent to him and promptly notify the Secretary of any change in such contact information. Section 4. The Executive Committee shall consist of the Chairman, the Vice- Chairman, the Secretary, the Treasurer, and three other members of the Board at large appointed by the Chairman for a term of one year, subject to the approval of the Board. The Chairman shall serve as chairman of the Executive Committee and shall preside at all of its meetings at which he is present. The Vice-Chairman shall serve as vice-chairman of the Executive Committee and, in the absence or inability to act of the Chairman, shall preside at all of its meetings at which he is present. The agenda for all meetings of the Executive Committee shall be determined, after consultation with the Director, by the Chairman or, in his absence or inability to act, the Vice-Chairman or, in the absence or inability of both to act, the Director. The election and responsibility of the board s officers, including a Chairman and Vice-Chairman, shall be for a term of two years. Section 5. The Executive Committee shall have full authority to act for the Board at any scheduled meeting of the Board at which a quorum is not present. (La. R.S. 25:342C(1)). In addition, the Executive Committee shall (a) consider such matters as are referred to it by the Board, (b) take such action as is necessary when an emergency requiring immediate action, or other exigency, arises during the interim between meetings of the Board, and (c) execute such orders and resolutions as shall be assigned to it at any meeting of the Board. The Executive Committee shall meet in those months in which the Board does not meet and otherwise at the call of the Chairman. (La. R.S. 25:342C(3)). All acts of the Executive Committee shall be submitted to the Board for ratification or rejection at its next meeting, except (i) those on which the Board has delegated to the Executive Committee full power to act, and (ii) those taken at a 19

20 meeting held because a quorum of the Board was not present for a Board meeting. (La. R.S. 25:342C). Section 6. The Irby/Finance Committee shall advise the Board on the operation of the William R. Irby Trust, including its receipts and disbursements, commercial and residential leases, and other relevant matters. The Irby/Finance Committee shall also review and advise the Directors with respect to the Museum s operating and capital budgets in accordance with Article 3, Sections 3 and 4(j). The Treasurer shall serve as chairman of the Irby/Finance Committee. Section 7. The Collections Committee shall advise the Board on all accessions, deaccessions, purchases, loans and conservation of the collections of the Museum. ARTICLE 7 OFFICERS Section 1. The principal officers of the Board shall be a chairman (the "Chairman"), a vice-chairman (the "Vice-Chairman"), a secretary (the "Secretary"), a treasurer (the "Treasurer") and the Director. All of the principal officers except the Director shall be elected by the Board from among its own members, subject to removal by a vote of not less than twothirds of the Board. (La. R.S. 25:342A(2)(a)). The Director may, but need not, be appointed to serve as a Deputy Secretary of the Board or as a Deputy Treasurer of the Board, or as both simultaneously, while serving as Director. No principal officer shall serve in any one principal office for more than four consecutive years. Section 2. The Chairman shall, after consultation with the Director, determine the agenda for and preside at all meetings of the Board and of the Executive Committee at which he 20

21 is present. The Chairman shall have responsibility for (a) overseeing the Board's strategic planning and the fulfillment of its statutory responsibilities, (b) making recommendations to the Director concerning the financial affairs, budget, strategic planning and development, physical condition and program of the Museum, (c) cooperating with the Director to inform the Board periodically concerning such matters and (d) mobilizing the resources of the Board, and of supporting nonprofit organizations, to advance the program of the Museum. As provided in Article 6 and subject to the approval of the Board, the Chairman shall have the authority to create, designate and fix the number of members of one or more ad hoc Committees for specified purposes, from time to time. Subject to Sections 4 and 6 of Article 6 and the approval of the Board, the Chairman shall have the authority to appoint and (subject to Section 2 of Article 6) remove the members of all Committees and to designate their respective chairmen. The Chairman shall be an ex officio member of all Committees of which he is not an appointed or designated member. Section 3. In the absence or inability to act of the Chairman, the Vice-Chairman shall, after consultation with the Director, determine the agenda for and preside at all meetings of the Board and of the Executive Committee at which he is present and shall fulfill all other duties of the Chairman. The Vice-Chairman shall also assume such other responsibilities and perform such other duties as may from time to time be assigned to him by the Chairman, the Executive Committee or the Board. Section 4. The Secretary, directly or through one or more Deputy Secretaries, shall have responsibility for (a) giving members of the Board, of Committees and of the public proper notice, make available to the public upon request a record of the minutes, of all Board and Committee meetings. 21

22 Section 5. The Treasurer shall be the chief financial officer of the Board. As such, the Treasurer shall have responsibility, directly or through one or more Deputy Treasurers, for reporting periodically to the Board with respect to the financial receipts and disbursements of the Board and of the William R. Irby Trust (the "Trust"), particularly those derived from commercial and residential leases of Museum property and of Trust property. The Treasurer shall consult with the Director, and periodically report to the Board, concerning the financial aspects of the Museum's activities, insofar as they relate to the responsibilities of the Board, particularly with respect to (a) grants, donations, and contributions involving cooperation among the Board, the OSM and nonprofit organizations established to support the Museum, and (b) an accounting for the expenditure of funds of the Trust paid over to, or for the use of, the Museum. The Treasurer shall periodically review, with the assistance of the Director and of expert accountants to the extent appropriate, the adequacy of the financial reporting systems utilized by the Board and report his findings and recommendations, if any, to the Board with respect thereto. The Treasurer shall be the chairman of the Irby/Finance Committee and shall supervise the activities of all Deputy Treasurers. Section 6. The Director shall be a principal officer, but not a member, of the Board. The Director shall be a professional who meets the qualifications set forth by law and the criteria determined by the Board (La. R.S. 25:343). By virtue of his office, the Director shall also be the Assistant Secretary of the DCRT for the OSM (La. R.S. 36:207A(1)). As such, his duties and functions shall be determined by the DCRT Secretary and shall be exercised under the direct supervision and control of the DCRT Secretary (La. R.S. 36:207B). The Director's salary shall be fixed by the Lieutenant Governor (La. R.S. 36:207A(1)). The Director shall have authority to administer, manage, operate and maintain the Museum, including all buildings, collections and 22

23 exhibitions (La. R.S. 36:208C). More particularly, the Director shall have authority, among other things, to: (a) establish (in accordance with the Administrative Procedure Act) admission and tour fees and user or rental fees to be charged for Museum buildings and exhibits, (b) seek private funding to support the Museum's programs, (c) contract with consulting experts, appraisers, buying agents, designers, engineers, attorneys, accountants, construction and financial experts, and other such persons as may be necessary to carry out the purposes of the Museum, (d) enter into contracts and agreements with any public agency or nonprofit corporation established for the primary purpose of supporting programs and activities of the Museum, for the establishment of offices, stores or exhibits on the property or in the buildings of the Museum and (e) enter into contracts for joint construction, equipment, maintenance and financing of such buildings and the supervision and conduct of cooperative enterprises. (La. R.S. 25:342A(5)-(8)). Section 7. Any officer may resign as such at any time by giving written notice of such resignation to the Chairman (or, in the case of resignation by the Director, to the DCRT Secretary, with a copy to the Chairman). The failure of an officer to provide his resignation in writing shall not preclude the Board from accepting a verbal resignation. Unless otherwise 23

24 specified therein, any such resignation shall take effect upon its receipt by the Chairman (or, in the case of the Director, by the DCRT Secretary), thereby resulting in an immediate vacancy in the office resigned. Any vacancy among the principal officers who are members of the Board, whether resulting from resignation, removal, death or otherwise, shall be promptly filled by the Board for the remainder of the unexpired term. A resignation by a principal officer who is a member of the Board shall not constitute a resignation of that person as a member of the Board, unless so specified in the resignation, but it shall constitute a resignation from the Executive Committee. The expiration for any reason of the term of office of a member of the Board as a director shall have the effect of automatically vacating any office and any seat on the Executive Committee held by such member, thereby creating a vacancy in such office. ARTICLE 8 AMENDMENTS These bylaws may be repealed or amended at any time by the affirmative vote of not less than a majority of the Board members present and voting, provided the notice of the meeting at which the bylaws are repealed or amended stated that such repeal or amendment would be proposed at the meeting and identified the Article(s) and Section(s) to be amended or repealed. 24