Bylaws of AAM/ICOM The U.S. National Committee of the International Council of Museums

Adopted by the General Membership of the Committee, May 1, 1978. Amended June 11, 1985, June 20, 1989, May 11, 1990, April 27, 1992, and May 4, 1996.

CHAPTER I - NAME

Section 1. The name of the Committee shall be the United States National Committee of the International Council of Museums in the American Association of Museums (AAM/ICOM).

CHAPTER II - OFFICE

Section 1. The office of AAM/ICOM shall be located in the offices of the American Association of Museums.

CHAPTER III - DEFINITIONS

Section 1. Article 1, Sections 1 and 2, of the Statutes of the International Council of Museums (ICOM), adopted by the Sixteenth General Assembly of ICOM, The Hague, 5 September 1989, defines ICOM as follows:

1. The International Council of Museums (ICOM) is the international non-governmental organization of museums and professional museum workers established to advance the interests of museology and other disciplines concerned with museum management and operations.
2. ICOM consists of its members acting cooperatively in National and International Committees and Affiliated and Regional Organizations, assisted by its Secretariat.

Section 2. Article 14, Section 1, of the Statutes of the International Council of Museums (ICOM), adopted by the Sixteenth General Assembly of ICOM, The Hague, 5 September 1989, defines National Committees as follows:

1. The National Committees are the fundamental units of ICOM and the principal instruments of communication between ICOM and its members. A National Committee shall ensure the management of ICOM's interests within its State, represent the interests of its members within ICOM, including matters of a professional nature with which the National Committee is concerned, and contribute to the realization of ICOM's programmes.

Section 3. Chapter VI of the Bylaws of the American Association of Museums (AAM) adopted at the Association's annual meeting, Washington, June 1976, and amended May 1994 defined AAM/ICOM as follows:

Chapter VI-ICOM Committee:

There shall be an international committee to advise and assist the Association's participation in programs of international interest. The committee shall be known as ICOM Committee of the AAM (AAM/ICOM) and shall help the Association represent museums in the United States within the International Council of Museums (ICOM), as well as ICOM's interests within the United States. To assure that representation on the international level is maintained by the highest authority of the Association, the Chair of the AAM shall serve as Chair ex officio. The Committee may prescribe special dues assessments for its members, which may be in addition to their regular Association dues, to help the Association meet its international responsibilities and carry out programs and activities.

Section 4. The responsibilities of AAM/ICOM shall be governed by these bylaws which recognize the principles of ICOM, incorporated in that organization's Statutes, adopted by the Sixteenth General Assembly of ICOM, The Hague, 5 September 1989.

CHAPTER IV - AIMS

Section 1. Aims of AAM/ICOM shall include the following in addition to those set forth in Chapter III, Section 3, above:

(a) emphasize the importance of the role played by museums and the museum profession within each community and in the promotion of a greater knowledge and understanding among peoples; and

(b) promote cooperation and mutual assistance among museums and between the members of the museum profession in different countries.

Section 2. AAM/ICOM shall work to assure further cooperation, mutual assistance and exchange of information among its members and shall establish links with organizations which promote the aims of AAM/ICOM.

CHAPTER V - MEMBERSHIP

Section 1. Classes of individual and institutional membership, and the rights, privileges and duties thereof, shall be in accordance with the classes established by ICOM (ICOM Statutes, Article 6).

Section 2. AAM/ICOM shall be composed of individual and institutional members of ICOM that are resident in the United States and are members of AAM or an AAM affiliated organization.

Section 3. Individuals and institutions desiring membership in AAM/ICOM must complete a membership application form and submit it to the AAM/ICOM registered office together with the appropriate fees and biographical information.

CHAPTER VI - MEMBERSHIP FEES

Section 1. Fees for membership in AAM/ICOM shall be set by the AAM/ICOM Board and approved by the AAM Board in accordance with the policies established by ICOM and the AAM.

Section 2. The AAM/ICOM Board shall recommend to the AAM Board those groups whose members are eligible to join AAM/ICOM without first joining AAM. Such recommendations must be approved by the AAM Board.

CHAPTER VII - RESOURCES

Section 1. AAM/ICOM resources may include:

(a) Membership fees.

(b) Subsidies, endowments, gifts, and legacies from public or private institutions and individuals received by AAM for AAM/ICOM's use in pursuing its international museum activities.

(c) Other fees as determined by the AAM/ICOM Board and approved by the AAM Board.

CHAPTER VIII - ELECTIONS

Section 1. Annually the Vice Chair shall appoint a Nominating Committee of three AAM/ICOM members, at least one of whom shall be an individual who is not an officer of AAM/ICOM.

Section 2. The Nominating Committee shall prepare a slate of no fewer than five persons to submit to the national committee as candidates for election to the AAM/ICOM Board. This slate shall be submitted to the AAM/ICOM Board more than 90 days prior to the next annual business meeting of AAM.

Section 3. Any individual AAM/ICOM member in good standing is eligible to be nominated to run for a seat on the AAM/ICOM Board, unless precluded by Chapter X, section 3.

Section 4. The composition of the AAM/ICOM Board shall reflect not more than the percentage of AAM/ICOM members who are not members of AAM.

Section 5. Nominations of candidates for the AAM/ICOM Board may be made by AAM/ICOM members by petition with no less than fifty signatures.

Section 6. Nominations shall be closed more than sixty days before the date of the next AAM annual business meeting and ballots shall be distributed by mail more than forty-five days before that date. Ballots must be received at the Association's office more than fifteen days prior to such meeting.

Section 7. Those eligible to vote in the elections include all AAM/ICOM individual and institutional members in good standing. Each institutional member of AAM/ICOM in good standing shall be entitled to one vote to be cast by its director or a designated delegate.

Section 8. Results of the elections of members of the AAM/ICOM Board shall be announced at the annual General Meeting directly following such elections.

Section 9. In the event of a tie vote, the AAM/ICOM Board shall, by mail ballot, determine the winner from among those candidates in the tie position.

CHAPTER IX - MEETINGS

Section 1. The National Committee shall meet formally in a General Meeting at least once in each calendar year.

Section 2. The General Meeting shall normally be held in conjunction with the Annual Meeting of the AAM.

Section 3. Notice of a General Meeting shall be sent in writing to each member of AAM/ICOM not less than thirty days before the date of such meeting.

Section 4. Extraordinary General Meetings may be called on the request of:

(a) Chair or Vice Chair AAM/ICOM

(b) The AAM/ICOM Board, one-third of the Board concurring

(c) At least one-third of the members of AAM/ICOM

Section 5. The functions of a General Meeting shall be to:

(a) Receive for consideration, discussion if desired, and acceptance or rejection by simple majority the annual reports of the Vice Chair.

(b) Ratify or reject by simple majority previous decisions and actions of the AAM/ICOM Board or Executive Committee.

(c) Receive for consideration and discussion if desired, and comment, reports concerning status of AAM/ICOM projects.

(d) Propose future programs to the AAM/ICOM Board.

(e) Transact the business of AAM/ICOM as appropriate and as requested by AAM/ICOM members and, particularly, the AAM/ICOM Board.

Section 6. Each individual or institutional member in good standing shall be entitled to one vote at the General Meeting and at an Extraordinary Meeting.

Section 7. Each institutional member shall nominate in writing one delegate to exercise the institution's vote at the General Meeting and at an Extraordinary Meeting and shall deposit such nomination with the Executive Secretary prior to the official opening of the General Meeting and of an Extraordinary Meeting.

Section 8. The presence in person of at least twenty voting members, or of one-tenth of the total voting members, whichever is the smaller number, shall be necessary to establish a quorum for a General Meeting and for an Extraordinary Meeting.

Section 9. The AAM/ICOM Board shall have discretion to require ratification by mail ballot by all National Committee members of resolutions passed at an Extraordinary General Meeting if one be called. Ratification of resolutions requires a two-thirds affirmative vote of the returned ballots.

Section 10. General Meetings and Extraordinary Meetings of AAM/ICOM are to be conducted according to procedures specified in the then most recent edition of Robert's Rules of Order.

CHAPTER X - THE AAM/ICOM BOARD

Section 1. The AAM/ICOM Board shall be composed of ex officio and elected members:

The following are voting members of the Board:

o The Chair of the Board, AAM, as ex officio Chair, AAM/ICOM

o Fifteen AAM/ICOM Board members elected by the National Committee

o AAM/ICOM Vice Chair, elected by the AAM/ICOM Board from the current individual AAM/ICOM membership

The following are non-voting ex officio members of the AAM/ICOM Board:

o The President and CEO, AAM, as ex officio Executive Secretary, AAM/ICOM

o Such member or members, if any, of AAM/ICOM as may be serving as the Chair of an ICOM International Committee or member of the ICOM Executive Council

o Most recently retired AAM/ICOM Chair and Vice Chair

Section 2. Except for ex officio members who serve according to their terms as AAM officers, the Chair of an ICOM International Committee, member of the ICOM Executive Council, or the AAM/ICOM Vice Chair, all members of the AAM/ICOM Board shall be elected for terms of three years by mail ballot by the National Committee prior to the annual General Meeting. The dates of election are to be adjusted so that five members shall retire and be replaced by National Committee election each year. Board terms begin five days after the close of the AAM Annual Meeting.

Section 3. No elected AAM/ICOM Board member shall serve more than two consecutive terms as an elected board member. After a one year absence from the AAM/ICOM Board, however, such a member may be returned for another two consecutive terms.

Section 4. The Vice Chair shall have the power of temporary appointments to fill vacancies that occur on the AAM/ICOM Board or Executive Committee until the next election, at which time it is filled by the regular process for the remainder of the term of the person being replaced. Such service shall not be counted for the purposes of Section 3 above.

Section 5. By majority vote among its members, the AAM/ICOM Board may invite other persons whose special knowledge is believed to be of benefit to the Board to attend its sessions.

Section 6. The AAM/ICOM Board shall meet formally at least once yearly, normally in conjunction with the Annual Meeting of the AAM and the General Meeting of AAM/ICOM.

Section 7. A quorum of the AAM/ICOM Board shall consist of no fewer than seven voting Board members, of which seven, the Vice Chair, if present, shall count as one. Only those Board members present can vote.

Section 8. An AAM/ICOM Board member who fails to attend three consecutive Board meetings without good cause shall be deemed to have vacated the post, the matter to be put to vote by the Vice Chair, and confirmed by majority of the Board.

Section 9. The function of the AAM/ICOM Board shall be to consider policy and activity of AAM/ICOM as brought to its attention by members of the National Committee or by the Executive Committee as such policy and activity relate to the aims of AAM/ICOM, and to advise the National and Executive Committees and the AAM/ICOM office as to preferred policy and courses of action.

Section 10. The AAM/ICOM Board shall be kept informed of activity of the AAM/ICOM office by that office and shall be expected to consider such activity in relation to accepted policy between formal yearly meetings.

Section 11. AAM/ICOM Board members shall be eligible to attend meetings of the Executive Committee and shall receive notice of such meetings as if they were members of that Committee. They are to be encouraged to participate in debate and are to receive minutes, but shall not have the right to vote.

Section 12. Minutes of the proceedings of the AAM/ICOM Board shall be open to inspection by any AAM/ICOM member in good standing.

Section 13. Meetings of the AAM/ICOM Board and its Executive Committee are to be conducted according to procedures specified in the then most recent edition of Robert's Rules of Order.

CHAPTER XI - AAM/ICOM Vice Chair

Section 1. The Vice Chair shall be elected by the AAM/ICOM Board from current individual AAM/ICOM members who are also members of AAM, without regard of term limitations of AAM/ICOM Board Members. Candidates for the position of Vice Chair shall be nominated by the AAM/ICOM Nominating Committee.

Section 2. The term of office of the Vice Chair shall be three years. The Vice Chair shall be eligible to serve two terms in succession, and, after an absence of one year from the post, may be returned for another two consecutive terms.

Section 3. The election for Vice Chair shall take place at a time coincident with the AAM Annual Meeting.

Section 4. If the Vice Chair is currently a member of the AAM/ICOM Board, that position shall be vacated and the position filled as indicated in Chapter X, Section 4.

Section 5. In the event the Vice Chair is unable to continue to serve, the Executive Committee shall appoint a successor from the elected or ex officio AAM/ICOM Board members to serve until the next election.

Section 6. The Vice Chair may not be elected from the AAM/ICOM members who are not members of AAM, unless that person becomes a member of AAM.

Section 7. The Vice Chair reviews financial documents before they are presented to the AAM/ICOM Board and acts in place of the Executive Committee in its role of approving the budget, if necessary.

CHAPTER XII - THE OFFICERS

Section 1. The Officers of AAM/ICOM and of the AAM/ICOM Board shall be a Chair, a Vice Chair, and the Immediate Past Vice Chair.

CHAPTER XIII - THE AAM/ICOM EXECUTIVE COMMITTEE

Section 1. The seven-member Executive Committee shall be composed of the AAM/ICOM Chair, Vice Chair, and the President and CEO of AAM, all ex-officio, and four other elected AAM/ICOM Board members, chosen annually by vote of the Board at the meeting that coincides with the AAM Annual Meeting.

Section 2. The functions of the Executive Committee shall be to:

(a) Manage the day-to-day affairs of AAM/ICOM and the AAM/ICOM Board in accordance with these Bylaws and the decisions of the General Meeting.

(b) Call the AAM/ICOM Board, Committee, and General Meetings as established by these Bylaws.

(c) Insure proper and effective communication between AAM/ICOM, the AAM and other relevant national and international bodies.

(d) Review recommendations for the budget of the national committee. In the event this is not practical, the Vice Chair shall act in their place.

Section 3. The Executive Committee may meet once a year at such time as agreed necessary by AAM officers, the AAM/ICOM Board, or AAM/ICOM officers.

Section 4. A quorum of the Executive Committee shall consist of at least two of its four elected members and at least two of its three ex officio members.

CHAPTER XIV - AMENDMENTS TO THE BYLAWS

Section 1. Amendments to the Bylaws shall be recommended by the AAM/ICOM Board or proposed to the Vice Chair in writing, signed by no fewer than eighty individual and institutional AAM/ICOM members in good standing. Upon receipt the Vice Chair shall appoint an amendment committee to study the proposed amendment.

Section 2. Amendments to the Bylaws shall require approval by a two-thirds affirmative vote of all returned mail ballots received within the period specified for voting, provided members shall be notified of proposed amendments at least forty-five but not more than sixty days in advance of the deadline for return of the mail ballots to the AAM/ICOM office. Notice shall be deemed given on the date of mailing of the correspondence.

Section 3. The AAM/ICOM Board shall have the power to make provisional changes in the Bylaws which shall be ratified or rejected by the AAM/ICOM membership in the manner specified herein within one year.

CHAPTER XV - DISSOLUTION

Section 1. Upon dissolution of AAM/ICOM, its net assets, after payment of all outstanding obligations and the fulfillment of all outstanding commitments, shall be paid over to AAM or to such other United States tax exempt organization, qualified under Section 501(c)(3) of the Internal Revenue Code, as may be chosen by the Board of AAM to carry out the international activities of AAM.

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