SAMPLE DOCUMENT Type of Document: Bylaws for External Organizations Museum Name: Fralin Museum of Art (formerly University of Virginia Art Museum) Date: 2009 Type: Art Museum/Center/Sculpture Garden Budget Size: $1 million to $4.9 million Budget Year: 2013 Governance Type: College/University Accredited: Yes Name of External Organization: University of Virginia Art Museum Volunteer Board External Organization s 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 Honorary Trustees Officers Number, Term, & Election Vacancies, Removal, & Resignation Authority & Responsibilities Committees Composition Authority & Responsibilities Fiscal Issues Indemnification Dissolution Amendments Other: The standing committees include: Budget, Docent, Flowers and Plants, Flowers Interpret Art, Gallery Guild, Handbook, Hospitality, International Travel, Membership, Member's Trips, Nominating, Research & Development, Service, and Season's Celebration 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.
VOLUNTEER HANDBOOK 2008-2009 UNIVERSITY OF VIRGINIA ART MUSEUM 155 Rugby Road Charlottesville, Virginia 22903 434-924-3592 434-924-6321 (FAX) Hours: Tuesday through Sunday, 12:00-5:00 p.m. Closed Thanksgiving Day, Christmas Eve Day, Christmas Day, December 29 to January 15 TABLE OF CONTENTS Volunteer Board Officers/ Museum Personnel [not included here] Table of Contents---------------------------------------------------------------------------------1 Calendar Volunteer Board [not included here] [not included here] Committee Assignments Active Members Associate Members Honorary and Guest Members By-Laws of the Volunteer Board---------------------------------------------------------------2 Standing Rules of the Volunteer Board -------------------------------------------------------7 Volunteer Board Endowment-------------------------------------------------------------------10 In Memoriam--------------------------------------------------------------------------------------10 Form for Nomination to the Volunteer Board ------------------------------------------------11 1
BY-LAWS OF THE VOLUNTEER BOARD REVISED 1983, 1986, 1989, 1990, 1993, 1995, 1998, 2001 ARTICLE I NAME The name of this organization shall be the University of Virginia Art Museum Volunteer Board. ARTICLE II PURPOSE The purpose of this Board is to assume responsibility for overall coordination and effectiveness of Volunteer programs and to further community interest in the University of Virginia Art Museum. It is hoped that Board members will enjoy attending the Museum s exhibitions and special events, and that all volunteers will receive the rewards of participation in service to the Museum. ARTICLE III RESPONSIBILITIES OF VOLUNTEER BOARD MEMBERS Specifically, responsibilities ideally embrace all of the following: 1. Active participation in committee work. 2. Attendance at all Board and committee meetings 3. Attendance whenever possible at Museum exhibitions, programs, and other events. 4. Members serve the Museum by donating time and talent to a variety of enterprises, including support of the Museum s financial goals. 5. Active members must make every effort to attend all Board meetings; and, if unable to attend, must be excused by prior consent from the Chairman. Two unexcused absences in one year would constitute sufficient lack of interest, and, therefore, would be considered a resignation. The rewards of being a Board member include the enjoyment and satisfaction of promoting the visual arts in the community. The Board calls upon the person elected for a dedication of time, thought, energy, and support towards the viability and growth of the Museum. 2
ARTICLE IV MEMBERS Section l. Classes of Membership. a) Active Active members shall be composed of elected members, the Docent Co- Chairmen, and ex officio, the Director. Elected active members shall serve a three-year term. At the end of this time, they may (l) be re-elected by the Board for another term, (2) resign, or (3) become an Associate Member. Once out of active status, a member must allow at least one year to elapse before being proposed to active membership again. Active members shall not exceed fifty. Only active members may vote or hold office. b) Associate Associate Members are members of the Board who maintain interest in the activities of the Volunteer Board but are excused from active duties. Associate members shall pay Associate dues, may attend meetings and participate in Board activities, but may not vote, propose candidates for membership, or hold office. They may serve on committees if appointed. c) Guest Guest members are those whose responsibility to the Museum is such that they would need to be involved in the Board's activities. A Guest member is invited by and at the discretion of the Board Chairman for a period of one year, and may be re-invited each year thereafter if thought pertinent. Guest members shall not be required to pay dues, may not vote, propose candidates for membership, or hold office. d) Honorary Honorary members are those whose outstanding service to the Board merits this distinction. Honorary members may attend meetings and participate in Board activities. Names of candidates for honorary membership shall be presented to the Nominating Chairman in writing and then, upon recommendation by the Executive Committee, presented to the Board for vote by written ballot. A positive vote of two-thirds of the then existing active membership shall be necessary for election to honorary membership. Honorary members shall not be required to pay dues, may not vote, propose candidates for membership, or hold office. Section 2. Qualifications for Election to Membership Persons eligible for election to membership shall be those who are deemed by the Board to have shown evidence of interest in the activities and objectives of the Museum and who accept the responsibility of furthering those objectives, and who have been members for at least one year. Section 3. Voting Rights and Eligibility to Hold Office and Nominate Members Associate and honorary members and guest members are not eligible for office, may not vote, and may not propose or second candidates for membership. 3
Section 4. Election to Active Membership Election of active members shall take place at the annual meeting, or at any Board meeting if necessary to fill a position. The election will take place according to the following procedure: a) Candidates for membership may be proposed to the Nominating Chairman at any time by using the membership proposal form. The candidate's form will be numbered and kept on file for presentation to the Executive Committee. b) Nominations for membership shall be made by a proposer who has been on the Board a minimum of one year by filling out the membership proposal form which must also be signed by two seconders. Active members may propose one candidate and second another candidate during the Board year. Any Museum active member, except the Chairman, may propose or second a candidate for membership. c) The Executive Committee shall review the nominations for active membership and determine whether each candidate should be submitted to a vote of the members. This meeting is open to all Board members. d) The proposals, after their approval by the Executive Committee, shall be read at the annual meeting and a vote taken immediately after the reading, provided twothirds of the then existing active membership is present in person or by proxy. A member may be proposed and voted upon at any time, if necessary to fill a vacated position, in which case the preceding procedure is to be followed. e) The positive vote of two-thirds of the then existing active membership shall be necessary for election. f) An active member unable to attend a meeting at which an election is to take place should submit their ballot in their own handwriting, signed, to the Recording Secretary. Section 5. Resignation and Membership Change Resignations and changes in membership should be made in writing by the member and sent to the Nominating Chairman. The Nominating Chairman will report this correspondence to the Executive Committee and the letters and action taken filed with the Recording Secretary and announced to the active membership. Section 6. Dues The annual dues are payable to the Treasurer at the Annual Meeting. 4
ARTICLE V OFFICERS The officers of this Board shall be Chairman, Vice-Chairman, Recording Secretary, Corresponding Secretary, and Treasurer. Section l. Nomination and Election At the Fall meeting, the Chairman shall appoint a Nominating Committee of three members who shall prepare a slate of officers to be presented for election at the Annual meeting. The Nominating Committee shall submit its list of nominees for Board officers to the Executive Committee for approval before the Annual Meeting. All officers shall be elected and take office at the Annual Meeting of members and shall hold office for a two-year period. Section 2. Vacancies Vacancies among officers may be filled by the Board from a slate submitted by the Nominating Committee. Persons so elected shall serve until the expiration of the original term of office. ARTICLE VI MEETINGS There shall be at least three meetings a year; an Annual Meeting and regular meetings as deemed advisable by the Chairman. A quorum of this Board shall consist of one-third of the voting members. ARTICLE VII EXECUTIVE COMMITTEE There shall be an Executive Committee composed of the Officers and not more than three Advisors appointed by the Chairman from the membership. They shall have general supervision of the affairs of the Board between regular meetings. This Committee should meet prior to the regular meetings or at any other time deemed necessary. A quorum of this Committee shall consist of two-thirds of its members. ARTICLE VIII COMMITTEES Section l. Standing Committees There shall be certain standing committees representing activities which are continuing in the program of the Board. Section 2. Special Committees 5
There shall be special committees appointed by the Chairman from time to time, when deemed necessary, to carry on the work of the Board. Section 3. The Director shall be a member ex officio of all committees. ARTICLE IX PARLIAMENTARY AUTHORITY Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the By-Laws or by the Standing Rules adopted by this Board. ARTICLE X STANDING RULES The Volunteer Board may, from time to time, establish Standing Rules which shall have the same force and effect as the By-Laws. Standing Rules may be amended or rescinded by a two-thirds vote without previous notice. ARTICLE XI AMENDMENTS These By-Laws may be amended or repealed at any regular meeting by a two-thirds vote of the voting members, provided that notice of such proposed amendment or repeal is sent to all members at least two weeks before the meeting. 6
STANDING RULES REVISED SEPTEMBER, l986, l989, 1990, 1995, 1998 I. FINANCES A. Fiscal Year: The Fiscal Year shall be June l to May 3l. B. Dues: Dues shall be payable at the Annual Meeting. The Treasurer shall send notices to each member two (2) weeks before the Annual Meeting. Members who have not paid by July l will receive second notices. Active or Associate members who have been notified in writing at least twice, and have not paid dues by the December meeting may be dropped by a two-thirds vote of the Board. C. Budgets, Bills and Reimbursements: Committee Chairmen should submit to the Treasurer an anticipated budget for the year prior to the fall meeting. Requests for reimbursement should be accompanied by bills or invoices. All bills are to be submitted within sixty days for payment. II. OFFICERS A. Duties l. Chairman: The Chairman shall be the executive officer of the board, shall preside at the meetings of the Board and Executive Committee, and shall be a member ex-officio of all committees except the Nominating Committee. The Chairman shall appoint the chairmen of all committees, except the Docent Committee, with the approval of the Director. The Chairman shall meet regularly with the Director to establish relationships, policy, and to present his/her agenda. 2. Vice-Chairman: The Vice-Chairman shall assume the duties of the Chairman in his/her absence and shall be in charge of the By-Laws and Standing Rules, presenting revisions or additions when necessary. The Vice-Chairman shall revise the By-Laws and Standing Rules in accordance with the changes and additions voted by the Board. 3. Recording Secretary: The Recording Secretary shall keep the minutes of the Board meetings and the Executive Committee meetings. He/she shall keep a current, correct list of the names and addresses of all members, and shall maintain a file of membership according to category and status. He/she shall receive, in writing, all changes in membership and all resignations, shall keep a count of all active members, and advise when membership is closed. 4. Corresponding Secretary: The Corresponding Secretary shall send out notices of all Board and Executive meetings two weeks in advance. He/she shall send out, immediately, to all newly elected members a personal note, a Handbook, a copy of the By-Laws and Standing Rules, and any other pertinent information. The Corresponding Secretary shall conduct the general correspondence of the Board. 7
5. Treasurer: The Treasurer shall be the custodian of all funds of the Board. He/she shall collect all dues and receive all monies, and shall be responsible for depositing and disbursing these funds. He/she shall keep an accurate itemized account of all receipts and disbursements and shall make a financial report at each regular meeting of the Board. At the annual meeting, the Treasurer shall present a complete report of Board receipts and expenditures for the fiscal year. He/she shall submit, at the first fall meeting, a proposed budget that has been compiled by a budget committee. III. COMMITTEES A. Committee Chairmen: Committee chairmen shall be appointed by the Board Chairman, with the approval of the Director, to one-year renewable terms, with the exception of the Docent Co-Chairmen. The Docent Co-Chairmen will be elected by the Docents with the approval of the Director. All committee chairmen must keep accurate records to be passed on, and must prepare an annual report for the Annual Meeting. B. Committee Members: Committee members are to be chosen by the Committee chairmen from the Volunteer Board. The assistance of members of the community who are not members of the Board may also be asked. C. Standing Committees: 1. Budget: There shall be a Budget Committee whose members will draft an annual budget for the Volunteer Board and review proposed Volunteer Board expenditures for presentation to the Board for approval. 2. Docent: There shall be a Docent Committee of volunteers, who after completing a special training course, will provide tours to all age groups. The Docent Co- Chairmen shall act as liaison between the Docents and the Volunteer Board. 3. Flowers and Plants: There shall be a Flowers and Plants Committee whose members shall prepare floral arrangements for receptions and special events at the museum. 4. Flowers Interpret Art: There shall be a Flowers Interpret Art Committee whose function shall be to organize and make arrangements for an annual flower show during Garden Week. There shall be a Co-Chair of the entire event and a Co-Chair of publicity for the event. Sub-committees will handle arrangements for the daytime and evening events and food preparation. 5. Gallery Guild: There shall be a Gallery Guild Committee whose function shall be to welcome and assist visitors to the museum and to safeguard the art. The chairman of the Gallery Guild shall be appointed by the Volunteer Board Chairman, with the approval of the Director, and shall serve as liaison between the Gallery Guild and the Volunteer Board. 6. Handbook: There shall be a Handbook Committee whose purpose each year shall be to compile a handbook to be distributed to all volunteers and board members. It will contain a brief statement by the Board chairman of the plans and goals, a list of the members of each committee, a list of the members of the Volunteer Board, and the By- Laws and Standing Rules of the Volunteer Board. 8
7. Hospitality: There shall be a Hospitality Committee whose function shall be to plan and execute approved social events of the museum and of the Volunteer Board. 8. International Travel: There shall be an International Travel Committee whose function shall be to plan and make all arrangements for trips to foreign countries for museum members. 9. Membership: There shall be a Membership Committee whose purpose shall be to promote awareness of and interest in the museum in the community, and to work to increase membership. Each year the Committee shall plan and execute a project toward furthering these goals. 10. Member's Trips: There shall be a Members' Trips Committee whose function shall be to plan and make all arrangements for bus trips for museum members. 11. Nominating: There shall be a Nominating Committee of three board members, appointed by the Board chairman, whose purpose shall be to prepare a slate of officers to be presented for election at the Annual Meeting. The Committee also shall receive proposals for board membership, following the procedure stated in the By-Laws. 12. Research & Development: There shall be a Research and Development Committee whose function shall be to develop, plan, and execute fundraising activities deemed necessary and approved by the Board. 13. Service: There shall be a Service Committee whose members shall be available to assist with a wide range of activities to assist the museum staff or the Volunteer Board. Such assistance may include mailings, telephone calling, hosting dinners for speakers or visitors, or providing overnight lodging for visitors. 14. Season s Celebration: There shall be a Season s Celebration Committee whose function shall be to plan and execute an annual membership party. 9
VOLUNTEER BOARD ENDOWMENT FOR THE UNIVERSITY OF VIRGINIA ART MUSEUM Revised May 2008 The University of Virginia Alumni Association will hold the funds donated to the Association for the Art Endowment and shall invest the Endowment. The donated funds may not be expended. Expenditures may be made from investment earnings based on the formula in use by the University of Virginia Fund. A reserve shall be retained in the Fund for emergencies. Authorization to transfer funds to the Museum shall be made in response to a request by the Director, and voted by the members present at a meeting of the Board. A copy of the Board minutes or other documentation supporting the transfer shall accompany the request for disbursal. Amounts not expended shall be recorded and made available in subsequent years, supplementing the allowable percentage of additional accrued value produced in those years. The Endowment income may be used to purchase works of art for the museum or to pay the cost of mounting one or more significant temporary exhibition in one academic year. In addition, the Endowment income may be used to provide essential conservation treatment for works of art in the Museum s collection and, in extraordinary circumstances, to support projects vital to the long-term well-being of the collection and the Museum. The Director of the University of Virginia Art Museum and the Chairman of the Volunteer Board will control the expenditure of income funds. The Chairman of the Board may consult the Board's Executive Committee and the membership. A proposed art purchase must also be approved by the museum's Committee on Collections, of which group the Board Chairman is an ex officio member. Works of art purchased by income from the Endowment become automatically the property of the Rector and Board of Visitors of the University of Virginia. The Volunteer Board Endowment shall be credited for its financial support. IN MEMORIAM Upon the death of an Active Member of the Volunteer Board, the Board will donate One Hundred Dollars to the University of Virginia Art Museum. 10
VOLUNTEER BOARD MEMBERSHIP PROPOSAL FORM Name: Candidate's preference for listing name in publications and publicity: Address: Home Phone: Work Phone: Occupation: Is the candidate a member of the Museum? For how long? What is the candidate's past involvement at the Museum? Areas of special interest in the : Fundraising events Hospitality Membership Special Events Other Is the candidate willing to work on Museum benefits? Additional information about the candidate: Proposer: Seconder: Seconder: PLEASE COMPLETE ALL ITEMS ON PROPOSAL FORM 11