ARTICLE I
Name and Nonprofit Policy
Section 1. Name. This corporation is and shall be known as The Museum of Food in America, hereinafter referred to as the "Museum."
Section 2. Nonprofit Policy. The Museum shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in its constitution, as the same may from time to time be amended.
ARTICLE II
Purposes
Section 1. Purposes. The purposes of the Museum as set forth in its constitution are exclusively educational in nature, to wit:
The Museum of Food in America strives to educate the public about the ever-changing and diverse role that food has played in American history, as well as in the present daily lives of America's diverse inhabitants.
ARTICLE III
Board of Trustees
Section 1. Election and Powers. The Board of Trustees shall have custody, control and direction of the Museum, its collections, property and other assets. Trustees shall be elected at each Annual Meeting of the Board, and each Trustee shall serve until his or her successor is elected and qualified, unless his or her Trusteeship be theretofore vacated by resignation, death, removal, or otherwise.
Section 2. Number. The number of Trustees constituting the entire Board of Trustees shall be not less than ten (10) nor more than twenty (20), and shall be fixed by resolution of the Board of Trustees. The Board of Trustees, by a two-thirds (2/3) vote of all members of the Board, may resolve to increase or decrease the number of Trustees to the extent permitted in the Charter of the Museum, provided that no decrease shall shorten the term of any incumbent Trustee.
Section 3. Classes. Each Trustee shall serve a term of three (3) years, except as provided hereafter in this Article. For the purpose of staggering their terms of office, the Trustees shall be divided into three (3) classes, as nearly equal in numbers as may be, and the term of office of one class shall expire each year in regular rotation. In case the number of Trustees in any class becomes unequal to the other classes, the Board of Trustees may elect one or more Trustees to terms of one or two years, as may be deemed most practical.
Section 4. Vacancies. In case of any vacancy in the Board of Trustees, a majority of the remaining Trustees may elect a successor to fill the unexpired term, and to serve until his or her successor shall have been duly elected and qualified. In the event of increase in the number of Trustees, additional Trustees may be elected to terms of one, two, or three years as may be necessary to maintain equality in numbers among the classes of Trustees. Additional Trustees so elected shall serve until their successors shall have been duly elected and qualified.
Section 5. Absences. If any Trustee shall fail to attend three (3) consecutive meetings of the Board of Trustees without excuse accepted as satisfactory by the Board, such Trustee shall be deemed to have resigned and the vacancy shall be filled.
Section 6. Removal. At any meeting of the Board of Trustees duly called, any Trustee may, by vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board to fill the unexpired term of the Trustee so removed.
Section 7. Meetings. The Annual Meeting of the Board of Trustees shall be held in June of each year on such date and at such time and place as may be fixed by the Board of Trustees and named in the notice. Regular Meetings of the Board of Trustees shall be held three (3) times a year at such times as the board determines. Special Meetings of the Board of Trustees shall be held at any time, on call by the President of the Board, or by the Secretary on the request in writing of any three (3) members of the Board.
Section 8. Agenda for Regular Meetings. The agenda or order of business for each Regular meeting shall include the following:
(a) Call to order
(b) Roll Call
(c) Approval of Minutes
(d) Financial report
(e) Reports of Regular Committees
(f) Reports of any other Committees
(g) Report of the Director
(h) Old business
(i) New business
(j) Adjournment
Section 9. Notice of Meetings. Notice of the time and place of every meeting of the Board shall be mailed not less than ten (10) nor more than twenty (20) days before the meeting, to each Trustee at his or her address as set forth in the records of the Museum.
Section 10. Waiver of Notice. Notice of a meeting need not be given to any Trustee who submits a signed written waiver thereof, whether before or after the meeting, nor to any Trustee who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 11. Quorum. A majority of the entire Board of Trustees shall constitute a quorum at any meeting of the Board, and except as otherwise provided by law or herein, a majority in number of such quorum shall decide any question that may come before the meeting. A majority of the Trustees present at any regular or special meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board of Trustees or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Trustees or committee shall be filed with the minutes of the proceedings of the Board of Trustees or the committee.
Section 13. Personal Attendance by Conference Communication Equipment. Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting of such Board or committee, with the consent of all the members of such Board or committee present in person at such meeting, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 14. Executive Committee. The Board of Trustees shall, by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, to consist of seven Trustees, including the President, Vice-President, Secretary, Treasurer, and other members of the Board as the Board shall determine upon recommendation by the President. The President shall be the Chairman of the Executive Committee. The Executive Committee shall have and may exercise between the meetings of the Board of Trustees all the authority of the Board of Trustees, except that the Executive Committee shall have no authority as to those matters proscribed under any provision of applicable law. The Executive Committee shall review, at least annually, the performance and effectiveness of the Director, and shall recommend the compensation and benefits of the Director. The Executive Committee shall report all its actions to the next meeting of the Board. Any reference in these Bylaws to the Board of Trustees shall include the Executive Committee unless the context or express provision otherwise provides.
Section 15. Regular Committees. As soon as practicable each year following the Annual Meeting of the Board of Trustees and upon the recommendation of the President, the Board shall appoint the following Regular Committees, each of which shall consist of at least five (5) Trustees and shall have the authority to carry out its purposes as set forth in this Section 15. In making these appointments, the Board shall designate the Chairman of each committee other than the Finance Committee.
(a) Collections Committee. There shall be a Collections Committee, which shall recommend policy for acquisitions to the collections, either by purchase or gift, and shall carry out a continuing review of all acquisition programs. This Committee shall also be responsible to the Board for policies relating to preservation, deaccessioning and other disposition of the collections.
(b) Community Relations Committee. There shall be a Community Relations Committee, which shall recommend policy for the community relations, public relations, membership programs, and development activities of the Museum.
(c) Education Committee. There shall be an Education Committee, which shall recommend policy for all educational and group activities provided for the public.
(d) Finance Committee. There shall be a Finance Committee, which shall recommend policy and be responsible for the supervision and direction of the care and custody of all assets of the Museum. The Finance Committee shall advise the Director in the preparation of the budget for the calendar year which shall be presented annually to the Board of Trustees for adoption. The Finance Committee shall review with the Director and the independent public accountants then serving the Museum audit policies and the proposed annual audit report to be submitted to the Board. The Treasurer shall serve as Chairman of the Finance Committee.
(e) Nominating Committee. There shall be a Nominating Committee which shall recommend (i) persons for election to the Board of Trustees, and (ii) a slate of officers for election to two year terms at the Annual Meeting of the Board of Trustees. Nominations shall be mailed to each member of the Board of Trustees at least fifteen (15) days prior to the Annual Meeting of the Board. The Nominating Committee shall also recommend to the Board persons to fill vacancies as soon as practicable after they may occur. The Nominating Committee may also propose to the Board persons for election as Honorary Trustees. The President shall not serve on the Nominating Committee.
(f) Personnel Committee. There shall be it Personnel Committee, which shall recommend policies relating to the recruitment, compensation, benefits, and retention of Museum employees, other than the Director, and all employee policies and programs.
(g) House and Grounds Committee. There shall be a House and Grounds Committee, which shall recommend policies for the maintenance, repair, and occupancy of the physical facilities and grounds of the Museum.
Section 16. Other Committees. The President, with the approval of the Board of Trustees, may designate additional committees, each of which shall consist of at least five (5) Trustees and may include other persons who need not be Trustees. Each such committee shall have such authority and shall serve for such time as provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 14 or on any regular Committee by Section 15 of this Article.
ARTICLE IV
Officers
Section 1. Election of Officers. The Board of Trustees shall elect a President, a Vice-President, a Secretary, and a Treasurer of the Museum. Each such officer shall be elected from among the Trustees at the Annual Meeting of the Board for a term of one year. Any vacancy in the above offices shall be filled by the Board of Trustees as soon as practicable.
Section 2. Removal. At any meeting of the Board of Trustees duly called, any Officer of the Museum may, by a vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the board in the place of the Officer so removed, to serve until the next Annual Meeting of the Board.
Section 3. President. The President shall be the presiding officer of the Board of Trustees with the power and duty to exercise general supervision over the affairs and operations of the Museum. He or she shall act as Chairman of and preside at all meetings of the Board and of the Executive Committee. He or she shall serve on all Regular and other committees, except the Nominating Committee, in addition to the appointed members. The President shall have such other powers and duties as may be designated by the Board.
Section 4. Vice-President. At the request of the President or in his or her absence or during his or her disability, the Vice-President shall perform the duties and exercise the functions of the President. The Vice-President shall have such other powers and duties as may be designated by the Board of Trustees or the President.
Section 5. Secretary. The Secretary shall be responsible for the keeping of Minutes of all meetings of the board of Trustees. He or she shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The Secretary shall be responsible for the custody of the records and of the seal or seals of the Museum. The Secretary shall have such other powers and duties as may be designated by the Board or the President.
Section 6. Treasurer. The Treasurer shall have supervision over the financial records of the Museum. The Treasurer shall provide the Board of Trustees at each of its regular meetings with a statement of the financial condition of the Museum. He or she shall serve as Chairman of the Finance Committee and shall have such other powers and duties as may be designated by the Board.
ARTICLE V
Membership
Section 1. Purpose and Authorization. In order to provide a means of attracting interest in and support for the activities of the Museum, the Board of Trustees may establish from time to time one or more classes of membership as it deems fit, on such terms and conditions as the Board by resolution shall determine.
ARTICLE VI
Director
Section 1. Director. The Board of Trustees may appoint and employ a chief administrator of the Museum, designated as Director. The Director shall serve at the pleasure of the Board.
Section 2. Duties of Director. The Board of Trustees may delegate to the Director the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Director shall be the chief officer of the staff of the Museum, and shall appoint, supervise and, when necessary, discharge individuals who occupy staff positions authorized by the Board. The Director shall have such powers and duties as may be designated by the Board.
ARTICLE VII
Amendments and Other Provisions
Section 1. Amendments. These Bylaws may be adopted, amended or repealed in whole or in part by the affirmative vote of a majority in number of the entire Board of Trustees, provided that at least thirty (30) days before the meeting at which any amendment shall be voted upon, written notice of the proposed amendment shall be mailed to each member of the Board, together with a concise statement of the changes proposed to be made.
Section 2. Conduct of Meetings. Except as otherwise provided in these bylaws, by applicable law or by resolution of the Board of Trustees, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with Robert's Rules of Order, Revised, as amended from time to time.
Section 3. Financial Reporting. For financial reporting purposes the Museum shall report from January 1st to December 31st of each year.
Section 4. Indemnification. The Museum shall indemnify (a) any person made or threatened to be made a party to any action or proceeding by reason of the fact that such a person, or such person's testator or intestate, is or was a Trustee or Officer of the Museum and (b) any Trustee or Officer of the Museum who served any other corporation of any type or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, association, or entity in any capacity at the request of the Museum, in the manner and to the maximum extent permitted by the Not-for-Profit Corporation Law of New York, as amended from time to time; and the Museum may, in the discretion of the Board of Trustees, purchase and maintain insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law.
Additional Articles
ReplyDeleteARTICLE VIII
Contracts, Checks, Bank Accounts, and Investments
Section 1. Contracts. Unless so authorized by a majority of the Trustees then in office, no officer, agent or employee shall have any power or authority to bind the Museum by any contract or engagement for a duration in excess of one year, or to pledge its credit, to render it liable pecuniarily, for any purpose in an amount in excess of $25,000.
Section 2. Loans. The Museum shall not borrow money, whether by issuing notes, bonds or otherwise, except with the approval of a majority of Trustees then in office.
Section 3. Banks; Checks. The Board of Trustees shall from time to time and as necessary select such banks or depositories as it shall deem proper for the funds of the Museum. The Board of Trustees shall determine who shall be authorized from time to time on the Museum’s behalf to sign checks, drafts or other orders for the payment of money.
Section 4. Investments. The funds of the Museum may be retained in whole or in part in cash, or may be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, but only as the Board of Trustees may deem desirable.
ARTICLE VIII
Limitations
Section 1. Exempt Activities. Notwithstanding any other provision of these By-Laws, no trustee, officer, employee or representative of the Museum shall take any action or carry on any activity by or on behalf of the Museum not permitted to be taken or carried on by an organization (i) exempt from Federal income tax under I.R.C. § 501(c)(3), (ii) contributions to which are deductible under I.R.S. § 170(c)(2), and (iii) classified as other than a private foundation under I.R.C. § 509(a).
Section 2. Prohibition Against Sharing in Museum Earnings.
No member, Trustee, officer, or employee of, or other person connected with the Museum, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Museum, provided that this shall not prevent either the payment to any such person or reasonable compensation for services rendered to or for the benefit of the Museum or the reimbursement of expenses incurred by any such person on behalf of the Museum, in connection with effecting any of the purposes of the Museum; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Museum. All such persons shall be deemed to have expressly consented and agreed upon such dissolution or winding up of the affairs of the Museum, whether voluntary or involuntary, the assets of the Museum, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Trustees may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board of Trustees, consistent with the purposes for which the Museum was formed and exclusively to charitable, religious, scientific, literary or educational organizations (i) which then qualify from exemption from Federal income taxation under the provisions of I.R.C. § 501(c)(3) and the Regulations thereunder (as they now exist or as they hereafter may be amended), (ii) contributions to which are deductible under I.R.S. § 170(c)(2) and the Regulations thereunder (as they now exist or as they hereafter may be amended).
Also I added the more comprehensive conflict of interest policy to the bylaws, in place of Article VII, Section 5.
ReplyDeleteHere is a more comprehensive purposes section, think it is better.
ReplyDeletePurposes
Section 1. Purposes. The purposes of the Museum as set forth in its constitution are exclusively educational in nature, to wit:
a. To advocate for a support the conservation, preservation, restoration and interpretation of America’s food history for the benefit of the public for this and future generations.
b. To operate and maintain the museum, library and archive of the Museum of Food in America
c. To offer educational programs to area schools, community organizations, visitors and other individuals, and to encourage and support scholarly research and publications relating to food in America.
d. To participate in activities in keeping with the Museum’s purpose that enhance the economic well being of the country.
e. To purchase, acquire, take by gift, grant, devise, bequest or otherwise, real, personal and mixed property of every kind or description, including collections of artifacts and documents, and to hold, use, mortgage, pledge, sell, lease, assign, give, exchange or otherwise dispose of the same at any time in support of the Museum’s purposes.
f. Additional purposes as required.