Article I. The Corporation

Section 1 – Name

This corporation shall be known as the Mid-Atlantic Association of Museums, hereinafter referred to as the “Association.”

Section 2 – Geographic Coverage

The Association embraces the museums and other kindred institutions in the region of the District of Columbia, Delaware, Maryland, New Jersey, New York, and Pennsylvania.

Section 3 – 501(c)3 Status

Notwithstanding any other provisions of these Bylaws, the Association is organized and operated exclusively for charitable and educational purposes as specified in section 501(c)3 of the Internal Revenue Code, or the corresponding sections of any future tax code, and shall not carry out any activities not permitted to be carried out by an organization exempt from federal income tax under such code.

Section 4 – Powers

The Association shall exercise all the powers conferred upon corporations formed under the District of Columbia Nonprofit Corporation Act in order to accomplish the Association’s charitable and educational purposes, including, but not limited to, the power to accept donations of money or property.

Section 5 – Dissolution of the Corporation

Upon the dissolution of the Association, the Association shall, after paying or making provision for the payment of all of the liabilities of the Association, distribute all of the assets of the Association exclusively for charitable or educational purposes, provided that such distribution shall be to an organization or organizations chosen by the Association that at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.  Members of the Board of Directors and any paid staff shall not be entitled to share in the distribution of any corporate assets upon dissolution of the Association.

Article II. Mission

The Mid-Atlantic Association of Museums sparks dialogue among people in the museum field to build sustainable and inclusive museums for their communities.

Article III. Membership

Section 1 – Categories of Membership

1. Individual
2. Institutional
   1. Museums and kindred institutions.
   2. University programs that lead to careers in museums.
   3. Non-profit and other museum service organizations.
3. Corporate: For-profit businesses supporting the Association’s mission, including those that derive income from selling products or services to museums.

Section 2- Voting

The voting membership shall consist of (i) all individual members (ii) all individuals who are designated members through their institutional membership (up to ten [10] individuals per institution) and (ii) all individuals who are designated members through their corporate membership (up to ten [10] individuals per business entity).

Article IV. The Board of Directors

Section 1 – Composition

1. The Board of Directors (the “Board”) consists of not less than six (6) and no more than sixteen (16) individuals. The Board shall include at least one (1) representative each from Delaware, the District of Columbia, Maryland, Pennsylvania, New Jersey, and New York.  The remaining Board members are Members-at-Large. It is the intent of the Association that Board membership represent the geographic territory of the Association.
2. The Immediate Past President shall serve as a non-voting, ex-officio, member of the Board.
3. The Executive Director shall serve as a non-voting, ex-officio, member of the Board of Directors and all committees of the Association.

Section 2 – Duties

1. The Board of Directors shall manage the affairs of the Association and may adopt rules and regulations consistent with the Bylaws and may alter, amend, or repeal any rule or regulation adopted by the Board, without the consent of the membership of the Association.
2. The Board of Directors shall establish the benefits and annual dues of each category of membership.
3. The Board of Directors shall employ an Executive Director, who serves at the pleasure of the Board of Directors, to manage the day-to-day business of the Association.
4. The Board of Directors shall meet as outlined in Article XI, Section 2 of these Bylaws.

Section 3 – Remuneration

Members of the Board of Directors of the Association may not receive financial benefit nor be paid for services rendered to or for the Association in their capacity as Board members.  Board members may receive reimbursement of reasonably incurred expenses approved by the Board.

Section 4—Liability and Indemnification 

All Directors, Officers, or employees of the Association shall be indemnified by the Association to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act. This indemnification applies to reasonable expenses actually and necessarily incurred by the Association’s Directors, Officers, and employees in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such Director or Officer or employee. Such indemnification shall not be deemed exclusive of any other rights to which such Director or Officer or employee may be entitled, under any bylaw, agreement, or vote of the Board of Directors. The President is responsible to ensure that the Association maintains a current directors and officers’ insurance policy with copies available to any officer or director upon request.

Article V. Officers

Section 1 – Officers

There shall be, in order of succession, a President, one or more Vice-Presidents, a Treasurer, and a Secretary.

Section 2 – President

1. The President shall carry out or cause to be carried out such policies as the Board of Directors adopts.
2. The President shall preside over meetings of the Board of Directors, the Executive Committee, and the Association.
3. The President shall not also serve as the Secretary.
4. The President shall serve as an ex-officio, non-voting member of each Standing Committee.

Section 3 – Vice-President

The Vice President shall preside over meetings of the Association in the absence of the President. In the event of a vacancy in the position of President, the Vice-President shall immediately fill the vacancy and serve as the President until the next election.  The Vice President shall be entitled to concurrently serve as Treasurer and, so long as the Vice President is not acting on behalf of the President in the event of a vacancy, Secretary.

Section 4 – Treasurer

The Treasurer shall prepare an annual budget for approval by the Board of Directors and shall oversee the execution of the Association’s financial responsibilities; and, in the event of a vacancy of the Vice-President, shall serve as Treasurer and interim Vice-President until a special election can be held to fill the office of Vice President, in accordance with Article X.

Section 5 – Secretary

The Secretary shall prepare the official records of the Board, the Executive Committee, and the Association; and, in the event of a vacancy of the Treasurer, shall serve as Secretary and interim Treasurer until a special election can be held to fill the office of Treasurer, in accordance with Article X. In the event the position of Secretary becomes vacant, the Treasurer shall act as interim secretary until a special election can be held to fill the office of Secretary, in accordance with Article X.  The Secretary may not also be the President.

Section 6 – Terms of Office

Officers shall be elected by the Board for a one-year (1) term. After serving three (3) years in a particular officer position, an individual shall not be eligible for election to the same officer position until after a lapse of one (1) year. 

Article VI – Board of Directors – Terms

Section 1 – Terms

The term of the Directors shall be for three (3) years each, and may serve up to three (3) consecutive terms. Election of Directors should, when possible, observe staggered terms, where one-third of the Directors are elected each year to ensure both Board continuity and new perspectives.

Section 2 – Re-Election 

After serving the allowed term(s) as a member of the Board, an individual shall not be eligible for re-election to a Director position until after a lapse of one (1) year.

Article VII. Executive Committee

Section 1 – Composition

The Executive Committee shall consist of the Officers as voting members, and the Executive Director, as a non-voting ex-officio member.  Committee chairs may be invited to attend Executive Committee meetings from time to time as non-voting, ex- officio members.  The President is the chair of the Executive Committee.

Section 2 – Authority

The Executive Committee shall have the power to act for the Board of Directors in matters of policy and program between meetings of the Board.

Section 3 – Notification of Actions

The Executive Committee will notify the Board of Directors of any actions it takes between meetings of the Board.

Article VIII. Standing Committees

Section 1 – Designation of Standing Committees

In addition to the Executive Committee, the Standing Committees of the Association shall be:  (i) Finance, (ii) Audit, and (iii) Governance/Nominating.

1. Committee Charge

Unless otherwise provided by these Bylaws, the President will assign responsibilities for each committee. When possible, Committee Chairs are encouraged to solicit participation from/invite non-Board members to serve in an advisory capacity as members of a committee.  No advisory member on a committee shall have the right to vote or exercise powers delegated by the Board of Directors. Committees from time to time may be asked to present policy and programmatic recommendations to the Board after deliberation and approval by the committee.

1. Finance
   1. The committee is composed of the Treasurer, who shall serve as the chair, and no fewer than two (2) Board members.  A member of the audit committee may not be a member of the finance committee.
   2. Responsibilities:
      1. Reviewing and recommending for adoption an annual budget for approval by the Board.
      2. On at least a semi-annual basis, review and recommend any necessary amendments to the annual budget and report the same to the Board for approval.
      3. Complete the Association’s annual IRS 990 filing, which shall be reviewed and approved annually by a majority of the Board of Directors.
      4. Review and recommend financial policies to the Board, including ensuring adequate internal controls and maintaining financial records in accordance with standard accounting practices.
      5. Ensure that the Association has the proper risk management provisions in place, including appropriate insurance coverage for the organization and for the board.
2. Audit
   1. The committee is composed of no fewer than two (2) Board members.  A member of the finance committee may not be a member of the audit committee.
   2. Responsibilities:
      1. Consult with auditors as necessary to ensure federal, state, and local regulations and law compliance.
      2. Coordinate with the auditor to prepare the annual audit or review for delivery to the Board of Directors, which shall be reviewed and approved annually by a majority of the Board of Directors.
      3. The Association’s auditor shall be approved by the Board and such auditor shall serve until such time as a replacement auditor is approved by the Board upon the recommendation of the audit committee.
      4. The Association’s fiscal year shall be July 1 through June 30.
3. Governance/Nominating

1. 1. The Governance/Nominating Committee is comprised of a Chair and not less than two (2) and not more than four (4) other members of the Board.
   2. The Chair shall be a member of the Board of Directors whose term does not expire at the next annual meeting.
   3. The Governance/Nominating Committee shall meet at the call of the Committee’s Chair, but not less frequently than annually.
   4. The Governance/Nominating Committee shall nominate individuals to fill vacancies regularly occurring among the officers and Board of Directors.
   5. The Governance/Nominating Committee shall be responsible for reviewing and ensuring that the Association is in compliance with these By-Laws.
   6. The Governance/Nominating Committee will recommend a replacement to the Board of Directors in the event of a vacancy of a director for approval by the Board.
   7. The Governance/Nominating Committee will recommend a replacement to the Board of Directors in the event of a vacancy in an officer position for approval by the Board.
   8. The Governance/Nominating Committee will create policies for nominations of Board members and      assist with onboarding of new Board members.
   9. For nominating actions, the President shall be excluded from the deliberation and voting on the recommended slate of Directors and officers.
2. Appointments

1. 1. Unless otherwise specifically provided, the President shall appoint the Chair of each standing committee, and will consult with the Executive Committee for appropriate recommendations for open positions.
   2. The Committee chairs and each voting member of the Committee shall be members of the Board of Directors. Members of the Association in good standing may be appointed to Committees in advisory capacity and shall not be included in the minimum and maximum count of each Committee’s members.
   3. The members of each Standing Committee shall be appointed by the President in consultation with the Chair of the respective Committee and the Executive Director, and the members shall be reported to the Board of Directors.
   4. Committee Chairs and Members shall serve a one (1)-year term expiring at the close of the Annual Meeting, and each year Committee Chairs and Members shall be appointed or reappointed, as applicable.
   5. With the exception of the limits on the President’s participation within the Governance/Nominating Committee, the President shall be an ex-officio member of all standing committees.
2. Committee Attendance: Attendance at Committee meetings may be in person or through other types of communication means, provided all persons participating have real-time access to the meeting and all are able to participate contemporaneously in discussion.
3. Reports: All committees shall report their actions to the Board of Directors at least annually and upon additional request of the President.

Section 2 – Other Committees

1. The President, in consultation with the Executive Committee, may create additional committees necessary to accomplish the mission of the Association.
2. The resolution establishing any additional committee shall include that committee’s charge and the end date for the committee’s work.
3. Stipulations regarding any additional committee appointments, attendance and reports shall follow those provided in Article VIII, Section I, of these Bylaws.

Article IX. Nominations, Appointments, and Elections

Section 1-Nomination

1. The Governance/Nominating Committee is responsible for identifying those individuals who will run for election to the Board of Directors and as Officers. The President shall be excluded from any deliberations and actions with respect to nominations.
2. Directors
   1. Individuals considered for nomination shall be broadly representative of the museum community in the region defined in these Bylaws.
   2. Individuals considered for nomination to the Board of Directors must be members in good standing with the Association.
3. Officers
   1. 1. The Officers shall be broadly representative of the museum community in the region defined within these Bylaws.
      2. All Officers must be members of the Board of Directors and in good standing with the Association.

Section 2-Election of the Board of Directors

1. Nominations may be submitted at any time to the Governance/Nominating Committee and to the attention of the Executive Director.  To be eligible for election at the next annual meeting, a nomination must be submitted at least ninety (90) days before the Annual Business Meeting of the Association.  Nominations received after that day may be considered by the Governance/Nominating Committee for future vacancies or elections.
2. The Governance/Nominating Committee shall prepare a slate of candidates for new and returning directors to be presented at the Annual Business Meeting of the Association.
3. The Chair of the Governance/Nominating Committee shall report the Committee’s slate to the Board of Directors at least seventy-five (75) days in advance of the date chosen for the annual business meeting for the Association.  The Board shall either approve or reject the slate within thirty (30) days.
4. The Executive Director shall send an electronic notice of the election and a ballot to Association members in good standing no later than forty-five (45) days before the annual meeting. Said ballot shall list the names of the candidates, position title, and institution, in alphabetical order for each open Director position as well as any other information required by the District of Columbia Nonprofit Corporation Act.
5. Ballots must be received by the Association’s Office no later than fifteen (15) days before the Annual Business Meeting of the Association.
6. The Secretary or its designee shall report the results of the elections at the Annual Business Meeting.
7. All Board Members shall be elected by a simple majority of the Association members in good standing who have submitted ballots and where the quorum requirement has been satisfied.

Section 3 – Election of Officers

1. Once the Board of Directors is elected, the Governance/Nominating Committee, at the request of the Board, may make a recommendation for a slate of candidates for new and returning officers to be presented at the first Board of Directors meeting following the Annual Business Meeting of the Association.  The officers elected shall then be announced to the Association membership.
2. Nominations for officers can be submitted to the Governance/Nominating Committee at any time at least ten (10) business days before the meeting of the Board of Directors at which the elections will take place.

Section 4 – Commencement and End of Terms.

1. All Board Members shall assume office at the adjournment of the Annual Business Meeting of the Association in which they are declared elected.  All Officers will commence their terms at the adjournment of the meeting of the Board of Directors in which they are declared elected.
2. Board Members who are rotating off the Board will end their terms at the adjournment of the Annual Business Meeting.  Officers will end their terms at the adjournment of the meeting of the Board of Directors in which they are declared elected.

Article X. Vacancies

Section 1 – Officers

1. Should a vacancy occur during the unexpired term of an officer, the position shall be filled as described in Article V of these Bylaws.
2. The Governance/Nominating Committee shall meet within two (2) weeks of the vacancy occurring to nominate a replacement for that position. Nominees must be members of the Board of Directors.
3. That nominee’s name shall be submitted to the full Board of Directors for a vote, to be conducted either at a regular or special meeting of the Board of Directors, or by unanimous written consent in accordance with Article XI, Section 2.E.. That vote shall be held no more than two (2) weeks from the submission of the nomination to the full Board of Directors.
4. Once elected, that nominee shall serve out the remainder of the unexpired Officer term.
5. Succeeding to or being appointed to serve out the remaining term of a vacant position shall not limit the eligibility of the appointed Officer to serve as many as three (3) complete, consecutive, one (1)-year terms in that position. 

Section 2 – State, District, and At-Large Board Members

1. Should a vacancy occur in the Board of Directors, the Governance/Nominating Committee will nominate, and the Board will approve, an individual in good standing with the Association to serve until the next election.  If a vacancy occurs with a Board member that represents a State, the Board first shall designate any current Member-at-Large from the State that would fill the vacancy to represent the State.  If there is no current Member-at-Large to fill such vacancy, or in the event a vacancy results in less than the minimum number of Directors required by these Bylaws, then the Governance/ Nominating Committee will identify at least one candidate to complete the remainder of the unexpired term and submit the name of such candidate to the Board of Directors for approval by a majority of the Board.
2. Succeeding to or being appointed to serve out the remaining term of a vacant position shall not limit the eligibility of the appointed Director to serve as many as three (3) complete, consecutive, three (3)-year terms in that position.

Article XI. Meetings

Section 1 – Executive Committee

1. The Executive Committee shall meet at the call of the President or the Executive Director. Meetings also may be called by the written request of three (3) members of the Executive Committee.
2. A simple majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.
3. Attendance at Executive Committee meetings may be in person or through other means of communication by which all members participating may simultaneously hear each other during the meeting.

Section 2 – Board of Directors

1. The Board of Directors shall meet at least four (4) times per year.  The annual meeting of the Board of Directors shall be the last meeting before the annual meeting of the Association membership, which meeting date may be changed by a majority vote of the Board of Directors.
2. Attendance at Board meetings may be in person or through means of communication by which all directors participating may simultaneously hear each other during the meeting.
3. Meetings shall be called at the discretion of the President, or upon application to the Executive Director in writing by three members of the Board of Directors.
4. A simple majority of the members of the Board of Directors shall constitute a quorum for the purposes of conducting business.
5. The Board of Directors may act without meeting if all Directors consent to the action in writing and that written consent is filed with the minutes of the Board of Directors. Such consent will have the same force and effect as a unanimous vote of the Board of Directors.
6. The Board with a three-fifths vote of all Directors may remove a director or officer from their position for cause, which may include non-performance of duties or excessive absences.

Section 3- Membership/Annual Business Meeting

1. The membership of the Association shall meet in the fall of each year during the annual meeting at a place selected by the Board of Directors.  The Board of Directors may by majority vote of all Directors designate another time within the year for the annual meeting.
2. The President shall call meetings of the membership, at which time the reports of the officers and the committee chairs shall be presented and the results of elections reported. 
3. Special meetings may be held at any time and place designated by the Board of Directors.
4. Meetings of the membership may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

Article XII – Conducting the Business of the Association

Section 1 – Executive Director

1. The Executive Director shall be appointed by and serve at the pleasure of the Board.
2. The Executive Director has the responsibility and authority for carrying out the policies and procedures that have been adopted and approved by the Board.
3. The Executive Director shall be the chief executive officer of the Association.
4. The Executive Director shall appoint, supervise, and, when necessary, discharge individuals who occupy staff positions authorized by the Board.
5. The Executive Director is authorized to administer Association functions and operations, including signing of grant applications and Association property documents.
6. The Executive Director is authorized to send membership invoices, receive funds due to the Association and disburse funds for Association purposes, subject to procurement procedures adopted by the Board.
7. The Executive Director shall have such powers and duties as are designated by the Board. 

Article XIII – Records

The Association shall keep:

1. Adequate and correct financial records.
2. Minutes in written form of the proceedings of the Board of Directors and Committees of the Board.
3. A copy of the articles of incorporation and Bylaws as amended to date.
4. All such records shall be kept at the Association’s principal executive office or other reasonably accessible and appropriate venue or format, including electronically.

Article XIV-Parliamentary Procedure

Robert’s Rules of Order shall govern the proceedings of the meetings of the Executive Committee, Board of Directors and the Association, except as otherwise provided for in the Bylaws and any special rules of the Association adopted by the Board of Directors.

Article XV-Amendments

Section 1 –Amendment(s)

Amendments to the Bylaws may be proposed to the Governance/Nominating Committee for consideration.  The Governance/Nominating Committee shall consider such proposed amendment and make a recommendation to the Board of Directors.  Any amendment to the Bylaws must be adopted by at least three-fifths of all directors.

Section 2 – Effective Date and Announcement

1. The amendment, if approved, shall be effective when approved.
2. The Executive Director shall announce the amendments of the Bylaws to the Association.

Article XVI-Effective Date

The effective date of these revised and amended Bylaws is October 9, 2024, which amend and restate the Bylaws adopted October 21, 2009.