About - By-Laws

BY-LAWS OF
THE FLORIDA ASSOCIATION OF MUSEUMS, INCORPORATED

A NONPROFIT CORPORATION

SECTION 1: Definition of By-Laws
These By-Laws constitute the code of rules adopted by the Florida Association Of Museums, Incorporated, for the regulation and management of its affairs.

SECTION 2: Offices and Agency

2.01. Principal and Branch Offices. The principal place of business of this Association in Florida shall be located at 1114 Thomasville Road, Suite P, Tallahassee, Florida, 32303; such office may be redesignated at the discretion of the Board. In addition, the Association may maintain other offices within the State of Florida as its activities require.
2.02. Location of Registered Office. The location of the registered office of this Association is 1114 Thomasville Road, Suite P, Tallahassee, Florida, 32303. Such an office will be continuously maintained in the State of Florida for the duration of this Association. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and filing the appropriate statement with the Department of State.

SECTION 3: Membership

3.01. Criteria. Any person or organization interested in the purposes and objectives of the Association shall be eligible for membership in the Association.
3.02. Categories and Dues. The Board of Directors may establish from time to time, categories of membership in addition to individual, institutional, and affiliate, and the conditions thereof, and shall fix the amount of dues for each category.
• INDIVIDUAL membership shall be available to museum professionals, museum staff and volunteers and other individuals not owning or employed by an organization which, by the nature of its business activity, may have a business or professional relationship with a museum or the Association as a vendor, consultant or provider of professional services.
• INSTITUTIONAL membership shall be available to not-for-profit and governmental entities which are museums as defined by the AMERICAN ASSOCIATION OF MUSEUMS.
• AFFILIATE membership shall be available to not-for-profit entities such as historical societies, art guilds, professional organizations and museum direct-support organizations which support the purposes of the Association or of a museum or museums; and to business organizations such as vendors, consultants, attractions or providers of professional services which, by the nature of their business activities, may have a business relationship with museums or the Association.class=Section2>

3.03. Admission and Termination. Persons who make an application and pay the appropriate dues shall be admitted to membership. A membership shall expire on the last day of the month in which dues are received, in the year following the year of dues receipt. Members may be reinstated upon payment of dues at any time.
3.04. Expulsion. A member may be expelled from membership for any conduct which is deemed detrimental or derogatory to the well-being of the Association. A majority vote of the Board of Directors shall be necessary for expulsion of any member.
3.05. Membership Privileges. The Board of Directors may establish privileges and, benefits which accrue from membership in the Association.
3.06. Special Members’ Meetings. Special meetings of the members may be called by the Board of Directors or by Members having at least thirty (30) percent of the votes which all individual members are entitled to cast at such meeting.
3.07. Notice of Members’ Meetings. Written notice, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by mail not less than thirty (30) nor more than one-hundred-twenty (120) days before the date of all members’ meetings, by or at the direction of the Directors or members calling the meeting, to each member entitled to vote at such meeting. Notice will be deemed to have been delivered when deposited in the United States mail addressed to a member at the member’s address as it appears on the records of the Association, with postage prepaid.
3.08. Voting Rights of Members. Each individual member shall be entitled to one vote on each matter submitted to a vote of members.
3.09. Quorum of Members. A quorum shall be constituted by the individual members present at any duly called meeting, provided that a quorum must include a majority of the Board of Directors. The vote of a majority of the votes entitled to be cast by the individual members present is necessary for the adoption of any matter voted on unless a greater proportion is required by law, the Articles of Incorporation of this corporation, or any provision of these By-Laws.
3.10. Membership Sections. Each individual member may elect to become a member of one of four (4) sections which are created to conduct activities of particular interest to the member. The sections are: the art museum section, the childrens museum section, the history museum section and the science museum section. The sections shall elect officers at the annual meeting and may adopt operating procedures (subject to review and ratification by the Board), conduct section activities and propose resolutions for consideration of the membership or the Board. The chair of each section shall be a member of the Board of Directors if qualified by membership.

SECTION 4: Directors

4.01. Definition of Board of Directors. The Board of Directors is that group of persons vested with the management of the affairs of this Association, subject to the law, the Articles of Incorporation, and these By-Laws.
4.02. Qualifications of Directors. The qualifications for becoming and remaining a Director of this Association is individual membership in good standing and status as a museum professional. Should a director’s eligibility for individual membership terminate during the term for which elected, such director may nevertheless continue to serve during the balance of the term if the director maintains membership in the category applicable.
4.03. Number of Directors. The number of Directors shall be eighteen (18), twelve (12) of whom shall be elected by the members, four (4) of whom shall be directors by virtue of being a section chair, one of whom shall be the immediate past president, and one of whom shall be the chair of the Florida Association of Museums Foundation, Inc.
4.04. Terms of Directors. Directors elected pursuant to section 4.05 shall serve terms of three (3) years. No such director may serve more than three consecutive full terms.
4.05. Nomination and Election. On or before the first day of August of each year, the Nominating Committee shall, having considered the recommendations of members, nominate individual members to serve as directors in the positions the three year terms of which are expiring in the current year. The committee may nominate more than one member for each directorship. On or before the first day of August each year, a ballot form shall be posted to each person who, according to the records of the Association, is a individual member in good standing as of such date. The ballots shall provide for write-in voting. The posting shall include such biographical information and policy statements, not exceeding three hundred words total, as are submitted by nominees and write-in candidates. On the first day of September each year, or on the first business day next following, a committee of tellers selected by the President shall convene at the offices of the Association, and shall determine the persons elected as directors by counting the ballots received at the Association office on or before the last business day of August. The results of such determination shall be published on the official web site and announced at the annual meeting of the Association. Directors so elected shall commence service at the regular meeting of directors held during the annual meeting of the members.
4.06. Place of Directors’ Meetings. Meetings of the Board of Directors, regular or special, will be held in such place within or without the State of Florida as the President shall designate. Board meetings may be held via electronic media. All meetings of directors shall be open to attendance by any individual member.
4.07. Regular Directors’ Meetings. Regular meetings of the Board of Directors shall be held quarterly, as determined by the Board.
4.08. Special Board Meetings. A special meeting of the Board of Directors may be called by either the President, or a number constituting a quorum (section 4.13) of the Board of Directors.
4.09. Conduct of Business by Consent. Any action which may be taken by the Board of Directors at a regular or special meeting, may be taken upon the written approval of a majority of directors, of any item of business with regard to which each director has received timely and complete notice in writing. A director may waive notice and the right to respond to a request for conduct of business for consent. The directors may adopt such rules and regulations for the conduct of its meetings, for the stating of the policies of the corporation, and for the orderly management of the affairs of the corporation as it shall deem proper.
4.10. Notice of Directors’ Meetings. Notice stating the place, day, and hour of any meeting of the Board of Directors shall be delivered to each Director not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by mail, or electronically, by or at the direction of the President, the Secretary or a majority Director calling the meeting.
4.11. Vacancies on the Board. Resignation of a Director shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by appointment by a majority of the remaining Directors. The place of a resigned director who is a section chair shall be filled by the vice-chair of such section, if available; otherwise the remaining directors shall determine a successor from among the membership of that section. A new Director elected to fill a vacancy will serve for the unexpired term of the predecessor in office.
4.12. Waiver of Notice. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.13. Quorum of Board of Director. A majority of the entire Board of Directors shall constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Incorporation of this Association or any provision of these By-Laws. In the event a Section Chair is unable to attend a meeting of Directors, only the Vice-Chair for that Section may participate in such meeting.
4.14. Executive Committee of Directors. There shall be an executive committee of directors, composed of the officers, who shall, by consensus of at least three (3) of its members, manage the affairs of the Association between meetings of the Board, in accordance with, or not inconsistent with, policy previously established by the Board.

SECTION 5. Officers

5.01. Personnel and Elections. The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and an Immediate Past President. These officers, except for Immediate Past President, shall be elected by the Board of Directors from among their members, at an organizational meeting of the Board held in conjunction with the annual meeting of members. Only a director elected by the membership may serve as President. On or before August 1 of each year, the Nominating Committee shall submit to the Directors, a slate of officer nominees. During the election of officers, nominations shall be accepted from the floor.
5.02. The President. The President shall preside at all Board, membership and program meetings of the Association, and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association. The President shall perform all duties incident to such office and such other duties as may be provided in these By-Laws or as may be prescribed from time to time by the Board of Directors.

5.03. Vice-President. The Vice-President shall assist the President, shall preside in the absence of the President, and shall perform such other duties as may be required by the Board. The Vice-President, in the absence of the President and the Treasurer, shall be authorized to transact the necessary financial business of the Association.
5.04. Secretary. The Secretary shall see that the minutes are kept at the meetings of the Executive Committee, the Board of Directors and the membership, shall be the custodian of the corporate records, shall give all notices as are required by law or by these By-Laws, and, generally, shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time to time by the Board of Directors.
5.05. Treasurer. The Treasurer shall have charge and custody of all funds of this Association shall keep and maintain adequate and correct accounts of the Association’s properties and business transactions, shall render reports and accountings of the Directors and to the members as required by the Board of Directors or members or by law, and shall perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time to time by the Board of Directors. The Board may provide for the day to day maintenance of accounts and records by an Executive Director, who shall assist the Treasurer in the performance of the responsibilities of that office.
5.06. Terms of Office. Officers of the Association shall serve one year terms and shall not serve more than two consecutive terms in any one office.
5.07. Vacancies in Office. A vacancy in office shall be filled by a majority vote of Directors at any meeting. The President may request that the Nominating Committee propose a Director for election to fill any such vacancy. Nominations shall be accepted from the floor.

SECTION 6. Standing and Special Committee
6.01. Standing Committees. Committee Chairmen and membership of standing committees shall be appointed by the President. Standing committees are those set forth below whose activities are a continuing function of the Association. Additional standing committee may be created by the Board. Written reports of activities of all committees shall be submitted not less than 15 days prior to each regular meeting of directors.
6.02 Nominating Committee. On or before February 1 each year, the President shall appoint a nominating committee consisting of three (3) Directors and two (2) members-at-large. The committee shall prepare a slate of directors to be voted on by the membership; an objective in such process shall be the achievement of institutional diversity. The nominating committee shall also prepare a slate of officers for the election held at the meeting of Directors held at the Annual Meeting.
6.03. Executive Committee. The Executive Committee shall be composed and empowered as described in section 4.14. This Committee shall assist the Board in its management responsibilities by preparing an annual plan of activities and budget for presentation to the Board relating to the fiscal year following the year in which the plan is presented.
6.04. Membership Committee. This Committee shall assist the Board by formulating and executing a membership strategy which will complement other strategies to fully fund the Association’s budget, and shall recommend membership benefits calculated to attract additional members.
6.05. Strategic Planning Committee. This committee shall advise the Board on matters relating to the future activities and functions of the Association. It shall be chaired by the Immediate Past President and such other members as the President shall appoint.
6.06. Other Committees - Special Committees and task forces may be created by the President or the Board.

SECTION 7. Operations

7.01. Fiscal Year. The fiscal year shall be January 1 - December 31.
7.02. Debts. Other than for current expenses and obligations, no indebtedness obligating the Association shall be incurred unless authorized by the Board of Directors.
7.03. Audit. The books and accounts of this Association shall be kept in accordance with the generally accepted accounting standards and shall be audited at the discretion of the Board.
7.04. Execution of Documents. Except as otherwise provided by law, promissory notes and other evidence of indebtedness of this Association shall be signed by the President and countersigned by the Treasurer. Checks may be signed by persons designated from time to time by the Board. The Executive Director may be the single signatory on checks, contracts, leases, or other instruments executed in the name of and on behalf of the Association in accordance with existing board approved contracts and/or policies.
7.05. Books and Records. This Association shall keep correct and complete books and records of account, and also keep minutes of the proceedings of its members and Board of Directors. The Association shall keep at its principal place of business a membership register which includes the name, address, class and other details of the membership of each member. The original or a copy of the Articles of Incorporation and By-Laws, including amendments to date certified by the Secretary, shall also be maintained and shall be available for reference at all Association meetings.
7.06. Inspection of Books and Records. All books and records of this Association may be inspected by any member or his duly authorized agent or attorney, for any proper purpose at any reasonable time.
7.07. Executive Director; Staff. If it should be deemed necessary and feasible, the Board of Directors may hire or contract an Executive Director to administer all programs sponsored by the Association. The Executive Director will serve at the pleasure of the Board and may be delegated the authority to hire other staff.