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North Carolina Museums Council, Inc.
By-laws
Updated December 2003
Article I. Name and Purpose of Organization
Section 1. Name : The name of organization shall be the North Carolina Museums Council, Inc. hereinafter referred to as NCMC.
Section 2. Purpose [Revised August, 2002]: The purpose of NCMC is to enhance public education by improving the administrative, interpretive, and collections practices of museums, historic sites, science centers, and related facilities in North Carolina; to stimulate public support of the work performed by these facilities; to provide a forum in which Council members exchange ideas; and to foster cooperation and improved communication with the communities they serve.
Article II. Membership
Section 1. Qualification and Tenure: Membership in NCMC shall be open to any person or organization who supports the stated purpose of NCMC. The term of membership shall be one year from dues payment. Dues shall be set by the Board of Directors.
Section 2. Classes: Membership shall be in the following classes:
Voting
a) Individual: Any person residing in North Carolina employed by or interested in furthering a museum or related institution, or employed by or interested in furthering any non-profit organization that administers a museum or related institution.
b) Institutional: A museum or related institution in North Carolina or a non-profit organization that administers a museum or related institution. Each institution shall be entitled to one vote.
c) Student: Any full-time student interested in museums or taking courses in museum studies.
Non-voting
d) Corporate: A corporation or business organization who supports the stated purpose of NCMC.
Article III. Meetings
Section 1. Regular Meetings: NCMC shall meet at least once each year. The date, time, and location of the Annual Meeting of the members of NCMC shall be set by the Board of Directors.
Section 2. Special Meeting: Special meetings of NCMC may be called by the President or upon written request of at least six (6) Directors.
Section 3. Notice of Meetings: Notice of the Annual Meeting and all other meetings of the members shall be mailed at least thirty days prior to the date of such meetings.
Section 4. Quorum: The members in attendance at a business meeting of NCMC shall constitute a quorum for the transaction of business.
Article IV. Officers
The officers of NCMC shall be a President, Vice-President, Secretary and Treasurer each of whom shall also serve as Directors. Only individual members in good standing may be eligible to hold office.
Section 1. Terms of Office: Officers shall be elected by the general membership at the Annual Meeting in odd-numbered years to serve a term of two years. No person shall be elected to serve as President for consecutive terms. The officers shall assume their duties immediately following the meeting at which they are elected.
Section 2. Vacancies: In the case of a vacancy in the office of President, the Vice-President shall become President for the unexpired term. In the case of a vacancy in any of the other offices, the Board of Directors shall appoint a successor to fill the unexpired term.
Section 3. Duties: The President shall preside at all meetings of the Executive Committee, Board of Directors, and all other meetings of NCMC. Represent the Council at all times unless another representative is designated by the President. Appoint all committees, including a Nominating Committee. Prepare a written agenda for all meetings. Serve as an ex-officio member of all committees, except the Nominating Committee. Have the authority to implement the approved budget.
The Vice-President shall perform the duties of the President in the absence of the President. Hold the position of President-Elect and assume the Office of President at the end of the term of the current President, chair the Long Range Planning Committee.
The Secretary shall record and maintain the minutes of all meetings of NCMC and of the Board of Directors. Prepare and mail all notices of meetings. Keep a permanent file of all minutes, important correspondence, and other properties of NCMC. Correspond about NCMC business as appropriate.
The Treasurer shall keep the books of the Council, paying all authorized bills, maintaining documentation of expenditures and depositing all receipts. Report to the Council, periodically and upon request, about the financial status of the treasury. Prepare or have prepared the statements to be submitted to the various tax offices to maintain the tax-exempt status of the Council. Issue bills to and collect dues from the members whose membership has lapsed. Correspond with new and renewed members sending them appropriate material.
Article V. Board of Directors
Section 1. General Powers: The Board of Directors (the "Board") shall be responsible for managing the affairs and business of the Corporation.
Section 2. Eligibility: Only individual members in good standing may be eligible to serve on the Board of Directors.
Section 3. Number and Qualifications: The Board of Directors shall consist of the four elected officers, the Immediate Past President, the SEMC Representative and not more than 15 other elected members. These elected members will include: Art Section Chair, History Section Chair, Science Section Chair, Children's Section Chair, and the following Committee Chairs: Awards, Nominating, Membership Development, Annual Meetings, Newsletter, Directory, Professional Development, Archives, Public Relations, Governmental Affairs, and Student Affairs.
Section 4. Election and Term: Directors shall be elected at each annual meeting by the voting members present at the Annual Meeting. The Annual Meetings Chair, Professional Development Chair, Archives Chair, Governmental Affairs Chair and Newsletter Chair shall be elected in even-numbered years. The Public Relations Chair, Nominating Committee Chair, Membership Development Chair, Awards Chair, Directory Chair, and Student Affairs Chair shall be elected in odd-numbered years. The Section Chairs shall be elected by the voting members present at their sections' Annual Meeting in odd-numbered years. The Section Chairs shall be elected for a two-year term, and may not be re-elected consecutively for the same office. The Committee Chairs shall also be elected for a two-year term and are eligible to serve for two consecutive terms.
Section 5. Vacancies: Any vacancy occurring in the Board of Directors will be filled by the affirmative vote of a majority of the remaining Directors.
Section 6. Quorum: A quorum shall consist of a majority of the Board membership. There shall be a minimum of two Board Meetings per year.
Section 7. Meetings: A Board meeting may be called at any time upon the written request to the Secretary of any two Board members. A minimum written notice of two weeks shall be given for any Board Meeting.
Section 8. Removal: Any Board member absent from consecutive board meetings shall be considered to have tendered his or her resignation from the Board. At the Board meeting following the second unexcused absence, the Board may move to accept or reject that tendered resignation. An "unexcused absence" shall be defined as an absence from a board meeting for which the board member has not notified the board in advance.
Article VI. Committees
Section 1. Executive Committee: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and Immediate Past President. Others needed for counsel may be invited to attend meetings of the Executive Committee but without voting privileges. The Executive Committee shall transact the business of the council between meetings of the Board of Directors. Action taken by the Executive Committee will be subject to review by the full Board. A quorum shall consist of a majority of the Executive Committee membership.
Section 2. Standing Committees: The Standing Committees of the Board shall be: Awards, Membership Development, Nominating, Annual Meetings, Newsletter, Directory, Professional Development, Archives, Public Relations, Governmental Affairs, and Student Affairs. The Chair of each standing committee will appoint a Co-Chair from the NCMC membership to assist with committee functions and represent chair in the event of his or her absence at Board Meetings. Ad-Hoc committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed from time to time for a specific purpose and duration by the Board of Directors.
Article VII. Sections
Members of NCMC are organized in Sections representing each of the following classifications: Art Museums, Children's Museums, History Museums, and Science Museums. The Sections may establish desired governing rules which are not in conflict with the rules and aims of the Council. Each formed Section shall meet at least once annually. Each section shall hold an Annual Meeting in conjunction with, but not in conflict with, the Annual Meeting of the Council. Each Section shall elect a Section Chair at the Annual Meeting in odd-numbered years. No officer of NCMC shall also serve as a Section Chair.
Article VIII. SEMC Representative.
The President of NCMC shall appoint a member of NCMC to serve as SEMC State Director for a term of 3 years. The appointment shall be confirmed by the NCMC Board of Directors at the summer meeting of the Board prior to the expiration of the incumbent State Director's term. The SEMC Representative shall serve as a full voting member of the NCMC Board of Directors.
Article IX. Amendments
Amendments to these By-Laws can be proposed in a written statement filed with Secretary by any five members.
These By-Laws may be amended by a two-thirds vote of those members present and voting at a business meeting of NCMC provided that written notice of the proposed amendment has been sent to the members at least thirty days prior to such meeting.
Adoption:
By-Laws amended and restated as presented. Approved by the affirmative vote of two-thirds of the Council members present and voting at the spring business meeting of 1981.
By-Laws amended and restated as presented. Approved by the affirmative vote of two-thirds of the Council members present and voting at the Annual Meeting 1998.
By-laws amended and restated as presented. Approved by the affirmative vote of two-thirds of the Council members present and voting at the Annual Meeting 2003.
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