SAMPLE DOCUMENT Type of Document: Bylaws for Internal Groups Museum Name: Nantucket Historical Association Whaling Museum Date: 2005 Type: Specialized: Whaling Budget Size: $1 million to $4.9 million Budget Year: 2014 Governance Type: Private, Nonprofit Organization Notes on strengths or special features: Name, Location, & Offices Purpose Relationship to Museum and/or Parent Organization Membership Board of Trustees Number, Term, & Election Qualifications Quorum Vacancies, Removal, & Resignation Authority & Responsibilities Meetings Action Without Meeting Other: Accredited: Yes Honorary Trustees Officers Number, Term, & Election Vacancies, Removal, & Resignation Authority & Responsibilities Committees Composition Authority & Responsibilities Fiscal Issues Indemnification Dissolution Amendments This is the by-laws for the Friends of the Nantucket Historical Association. USE STATEMENT & COPYRIGHT NOTICE The AAM Information Center has provided this sample document. It serves as an example of how one museum addresses a particular issue. Museums should compose original materials based on their unique circumstances. Any document produced by the recipient should not substantially use the contents of this sample as the basis. Materials in the AAM Information Center are provided "as is," without any guarantee or warranty of any kind, expressed or implied. NOTICE CONCERNING COPYRIGHT RESTRICTIONS Under certain conditions specified in the copyright law of the United States (Title 17, United States Code), libraries and archives may furnish a photocopy or other reproduction. The photocopy or reproduction may not be used for any purpose other than private study, scholarship or research. If a user makes a request for, or later uses, a photocopy or reproduction for purposes in excess of fair use, that user may be liable for copyright infringement.
By-Laws Friends of the Nantucket Historical Association Article I-Statement of Purpose The purpose of the Friends of the Nantucket Historical Association is to seek significant acquisitions for the collections of the Nantucket Historical Association, to contribute to the appropriate housing and or restoration of those acquisitions, and to provide funds necessary to make such acquisitions and contributions that are both desired by the (curatorial) staff of the NHA and approved by the Friends. Article II- Members Section 1. Membership. The membership shall consist of those families (husband/wife/single party) who have paid membership dues in the previous 12 months. The membership dues rate shall be determined by the membership at its annual meeting. Dues shall be payable by each membership in the same month every year. The membership of the Friends shall be limited to 75 individuals, including couples or single members. The Chairperson/President shall announce to the membership at each regularly scheduled meeting that nominations for additional members will be accepted for consideration by the Membership Committee. Nominations should be limited to people interested in and knowledgeable about the fine and/or decorative arts, particularly as they may apply to the purchase of objects for the Nantucket Historical Association. Each recommendation for new members should be proposed by two members in good standing and be submitted, with their CV, to the Chairperson/President. The President will present the information to the Membership Committee. Their recommendations will be forwarded to the Executive/Nominating Committee, and those nominees approved by that committee will be presented to the full membership at the next annual meeting, or by telephone, fax or email. A two-thirds vote of members in good standing is required for membership approval. Membership in the Nantucket Historical Association is a requirement for membership in the Friends. Section 2. Voting Rights. Each membership in good standing, being current in the payment of their annual dues, shall be entitled to two votes at any regular or special meeting of the Friends, which must be cast in person by at least one family member. At such time that voting must occur without a meeting, each membership in good standing shall be entitled to two votes. (The Chairperson/President, at his or her discretion, may accept proxy votes from members in good standing not able to attend a meeting.)
Section 3. Powers of Members. Members may nominate and elect officers, vote on potential acquisitions, amend the By-laws and take such actions as are lawful and appropriate at the Annual Meeting, any Special Meeting, or by phone, fax, mail (or email) correspondence to the entire membership. Section 4. Membership Committee. The Membership Committee, appointed by the President, will be composed of no less than five members of the Friends. Members will be different from members of the Executive/Nominating Committee, and will be unpublished. The Membership Committee, appointed by the Chairperson/President, shall accept applications for potential membership. Applicants should be interested in knowledgeable about the fine and decorative arts, particularly as they may apply to the purchase of objects for the Nantucket Historical Association. Applications must include a CV of the prospective member or members and two letters of recommendation, written by members of the Friends in good standing. Such letters should state that nominees are qualified for membership. The Membership Committee shall scrutinize all applications. Article III-Meetings Section 1. Annual Meetings. The Annual Meeting of the Friends for the conduct of business and election of officers shall be held at Nantucket, at such place and on such day in the month of July or August as (set) by the (Chairperson/President). The (Chairperson/President or the) Secretary shall cause to be mailed or faxed to each member in good standing at his or her address as it appears on the membership list of the Friends a 14-day advance notice stating the time and place of the annual meeting. Section 2. Special Meetings. Special meetings of the Friends may be called by the (Chairperson/President) or a quorum of the Officers. The (Chairperson/President or the) Secretary shall cause a notice of such meeting to be mailed or faxed (or emailed) to all members (in good standing) at their addresses as they appear in the membership list at least ten days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. Section 3. Action without Meeting. At such time that business must be conducted during the months of September through June, or when the (Chairperson/President) determines that a special meeting cannot be scheduled in time for appropriate action, such action may be taken without a meeting by written or verbal consent (via phone, fax or mail (or email)), setting for the action so taken, by a majority of the members (in good standing) entitled to vote thereon. Section 4. Quorum. (Fifty) percent of the memberships entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Friends, or for any business transacted without a meeting.
Section 5. Nomination of Officers. The (Executive/) Nominating Committee may nominate candidates for election of Officers, plus one member of the Friends to serve as a voting member on the Board of Trustees of the Nantucket Historical Association (in addition to the Chairperson/President who is a voting member of the Board of Trustees of the Nantucket Historical Association and (of) its Executive Committee). Article IV-Officers Section 1. Election. The membership may elect or appoint from among its members a (Chairperson/President), a Vice- (Chairperson/Vice-President), a Secretary, and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. They shall be elected or appointed to hold office for a two-year term. Each officer shall hold office for the term for which he is elected and appointed and until his (or her) successor has been elected or appointed. Section 2. Removal; Resignation. Any officer elected or appointed by the membership may be removed by the membership with cause. In the event of death, resignation, or removal of an officer, the remaining officers, may elect or appoint a successor to fill the unexpired term. Section 3. (Chairperson/President). The (Chairperson/President) shall preside at all meetings of the members of the Friends, shall co-sign all checks with the Treasurer and shall be a voting member of the Executive Committee of the Board of the Nantucket Historical Association, (as well as the Board itself). Section 4. Vice-(Chairperson/Vice-President). In the absence of the (Chairperson/President) the Vice- (Chairperson/Vice-President) shall have all the powers and functions of the (Chairperson/President). Section 5. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Friends, and deposit said funds in the name of the Friends in such Federally insured bank (or banks) as the membership may elect, and shall co-sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the officers and which shall be countersigned by the (Chairperson/President). The Treasurer shall report regularly to the Treasurer and Finance Committee of the NHA, and, at the end of each fiscal year, shall exhibit the books and accounts in full to the duly designated NHA auditor. The Treasurer shall report in writing at the annual meeting of the members, and any special meetings, the full financial condition of the Friends. Section 6. Secretary. The Secretary, or someone delegated by the Secretary, shall keep the minutes of all meetings of the Friends. He or she shall perform such other duties as are customary to that office.
Article V-Committees Section 1. Standing Committee. The (Chairperson/President of the) Friends may designate committees from among its membership. The standing committees shall consist of: 1. (Executive/) Nominating Committee 2. Acquisitions Committee 3. Lecture Committee Section 2. (Executive/) Nominating Committee. The (Executive/) Nominating Committee shall (be) appointed by the (Chairperson/President) and shall be responsible for presenting nominations for officers (of the Friends as well as for the Friends representative on the Nantucket Historical Association Board of Trustees.) Section 3. Acquisitions Committee. (The Chairperson of the Acquisitions Committee shall be appointed by the Chairperson/President of the Friends. The Acquisitions Committee) shall be responsible for notifying the membership of potential acquisitions. In the event that the NHA deacquisitions an item which was given by the Friends, the (Chairperson of the) Acquisitions (Committee) shall notify the membership of the deacquisition and of potential replacement acquisitions, which require approval by the Friends. (The Acquisitions Committee shall work in complete cooperation with the Chief Curator of the Nantucket Historical Association.) Section 4. Lecture Committee. The Lecture Committee, appointed by the (Chairperson/President) shall, if the membership wishes, organize an annual education lecture. Section 5. Additional Committees. The (Chairperson/President) may from time to time appoint other committees as appropriate. Article VI-Amendments These By-laws may be altered or amended by the Friends at any duly called and held Annual or Special Meeting of the membership, by two thirds vote of the members (in good standing) present, provided notice of the proposed action was contained in the notice of such meeting and (fifty) percent of the Friends membership is present. Article VII-Indemnification To the extent legally permissible, the NHA agrees to and shall indemnify each of the Friends Officers against all liabilities including expenses imposed upon or reasonably incurred by them in connection with any action, suit or other proceeding in which they
may be involved or with which they may be threatened, while in office or thereafter, by reason of their acts or omissions as such Officer in any proceeding in which they shall be finally adjudged liable by reason of willful dereliction in the performance of their duties as such Officer, provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of by voluntary compromise or settlement, unless such compromise or settlement shall be approved as in the best interest of the Friends and the NHA, after notice that it involves such indemnification, by a vote of the Board of Trustees of the NHA in which no interested Trustee participates.