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By-Laws of Friends of the Bass Museumao~o-z73~9 APPROVED MAY 24, 2010 BY-LAWS OF FRIENDS OF THE BASS MUSEUM, INC. ARTICLE I IDENTITY 1.1 Name. The name of this corporation is FRIENDS OF THE BASS MUSEUM, INC. 1.2 Principal Office. The principal office of the corporation is 2121 Park Avenue, Miami Beach, Florida. ARTICLE II PURPOSES This not for profit corporation is organized for the purposes of assisting in the growth, support and endowment of the Bass Museum of Art ("Bass Museum" or the "Museum"), Miami Beach, Florida; administering, operating and maintaining the JOHN AND JOHANNA BASS COLLECTION (the "Collection") in compliance with AAM Guidelines; encouraging and furthering education and appreciation of the Arts and the Bass Museum, its history and the Collection; and stimulating the interest of the young people of the community in the arts. ARTICLE III MEMBERSHIP Any person 18 years or older who has paid annual dues to this corporation shall be a member and shall be entitled to cast one vote at all meetings of the members. ARTICLE IV TITRF.C"TIIR~ 4.1 Directors 4.1.1 This corporation shall have at least five (5) and not more than 23 directors. 4.1.2 The directors shall consist of the officers of this corporation hereafter named, the City Manager of the City of Miami Beach as referenced in 4 . 1 . 3 below, and not more than 23 other persons who shall be at large directors. The officers shall be: President Vice-President Treasurer Secretary DM1~2204320.2 APPROVED MAY 24, 2010 4.1.3 The City Manager of the City of Miami Beach shall be a voting member of the Board of Directors, with voting power equivalent to twenty percent (20%) of the total members of said Board (for example, if the Board of Directors consists of five (5) members, the City Manager's vote shall be equivalent to one (1) vote. If the Board consists of twenty (20) members, the City Manager's vote shall be equivalent to five (5) votes, and so on.) 4.2 Duties of Directors. The Board of Directors, according to AAM standards, shall be responsible for the following: 4.2.1 Mission and Strategic Planning - The Board shall engage in ongoing planning activities as necessary to determine the mission of the Museum and its strategic direction, to define specific goals and objectives related to the mission, and to evaluate the success of the Museum's services toward achieving the mission. 4.2.2 Fiscal Responsibility - The Board shall annually approve the Museum's budget and assess the Museum's financial performance in relation to the budget at least four (4) times per year. 4.2.3 Fundraising - The Board is responsible for the financial health of the Museum and shall actively participate in the fundraising process through members' financial support and active seeking of the support of others. 4.2.4 Oversight of Executive Director - The Board shall hire, define and approve job description, set the compensation for, and annually evaluate the performance of the Executive Director. 4.2.5 Legal and Other Compliance - The Board shall ensure that an internal review of the Museum's compliance with known existing legal, regulatory, and financial reporting requirements is conducted annually and that a summary of the results of the review is provided to the entire Board. 4.3 Term. Directors shall be nominated by the members and elected by the Board of Directors at the meeting of the Board of Directors held immediately after the annual meeting and shall hold office for a period of one year from election or until their successors are elected and shall qualify.Elections Directors shall be elected as follows: The nominating committee shall submit its nominations for officers, and not more than 23 other directors, to the Secretary not later than 40 days prior to the annual meeting. The Secretary shall a notice of the annual meeting to all members not later than 35 days prior to the annual meeting. Additional nominations may DM 12204320.2 APPROVED MAY 24, 2010 be made by petition, signed by 15 or more members, and acknowledged by the proposed nominee. The petition must be submitted to the Secretary not later than 20 days prior to the annual meeting for validation. Each nominee must have been a member of the corporation for not less than 90 days prior to the signing of the petition. If the petition has been validly made and timely delivered, the nomination shall be included for vote by the Board of Directors at its Board of Directors meeting held immediately after the annual meeting. From time to time, the President may select up to three (3) additional persons to serve as directors during the term of the President. 4.5 Vacancy. If a vacancy occurs in any office, the President may nominate, and the Board of Directors shall elect, a replacement from any of the members then serving as an At-Large Director. If a vacancy occurs in an At-Large Director position, the Board of Directors shall elect a new At-Large Director. Any person selected to fill a vacancy shall serve until the next annual meeting. 4.6 Removal. A majority of the directors of the corporation may, at any duly called regular or special meeting, remove any director for cause. Three (3) unexcused absences by any member of the Board of Directors shall result in the director's automatic removal from the Board. 4.7 Executive Committee. The Board of Directors may from time to time appoint an Executive Committee consisting of the officers listed in 4.1.2 above, together with the voting member referenced in 4.1.3 above (the "Executive Committee")which Executive Committee may be granted the power to act for and on behalf of the Board of Directors. Those serving on the Executive Committee may be removed and/or replaced from the Executive Committee upon a majority vote of the Board of Directors. ARTICLE V DUTIES OF OFFICERS 5.1 President. The President shall: 5. 1. 1 Act as presiding officer at all meetings of the corporation, and as the Chair of the Board of Directors. 5.1.2 Call special meetings of the Board of Directors and of the members. 5.1.3 Sign all checks, contracts and other instruments on behalf of the corporation, except those which the Board of Directors specifies may be signed by other persons. DM1~2204320.2 APPROVED MAY 24, 2010 5.1.4 Perform all acts and duties usually required of an executive to insure that all orders and resolutions of the Board of Directors are carried out. 5.1.5 Appoint committees and their chairpersons, be an ex-officio member of all committees, except the nominating committee, and render an annual report at the semi-annual meeting of the members. 5.2 Vice-President. The Vice-President shall: 5.2 . 1 Act as presiding officer at all meetings of the corporation when the President is absent. 5.2.2 Perform other acts and duties required of the President, in the President's absence. the Board. 5.2.3 Perform such other duties as may be required b y 5.3 Secretary. The Secretary shall: 5.3.1 Attend all regular and special meetings of the members of the corporation and of the Board of Directors and keep all minutes of proceedings thereof or cause the same to be done. 5.3.2 Perform such other duties as the Board may determine and on all occasions, in the execution of his or her duties, act under the superintendence, control and direction of the Board. 5.3.3 Be responsible for the minute book of all regular and special meetings of Directors and members of the corporation and the Board. 5.3.4 Cause to be issued all notices of the meetings. 5.4 Treasurer. The Treasurer shall: 5.4.1 Supervise the keeping of accounts of all financial transactions of the corporation in books belonging to the corporation, and deliver such books to his or her successor. The Treasurer shall ensure the preparation and distribution of these financial records to all members of the Board at least ten (10) days prior to each Board meeting, and whenever else required. The Treasurer shall make a full and accurate report on matters and business pertaining to the corporation to the members at the annual meeting, and make all reports required by law. 5.4.2 The Treasurer may have the assistance of an accountant or auditor, who shall be employed by the corporation. DM1~2204320.2 APPROVED MAY 24, 2010 ARTICLE VI MEETINGS, SPECIAL MEETINGS, QUORUMS 6.1 Meetings of Members All meetings of the corporation shall be held at the principal office of the corporation or such other place in Miami-Dade County and at such time as stated in the notice thereof. During each calendar year, a meeting of the members shall be held upon a date and at a time appointed by the Board of Directors. No meeting shall be held on a legal holiday. 6.1.1 Special Meetings Special meetings of the members shall be held whenever by a majority of the Board of Directors,- and, in addition, must be called by the Secretary, upon receipt of a written request from ten percent (10%) of the members of the corporation. Business transacted at all special meetings shall be confined to the objects and action to be taken, as stated in the notice of the meeting. 6.1.2 Quorum A quorum for the transaction of business at an annual meeting shall consist of the members present and, for the transaction of business at a special meeting, shall consist of ten percent (10%) of the members; but the majority of members present at any meeting, although less than a quorum, may adjourn the meeting to a future date. 6.1.3 Voting Required to Make Decisions When a quorum is present at any meeting of the members of the corporation, the vote of a majority of the members present shall decide any question brought before the meeting. 6.2 Meetings of Directors 6.2.1 Regular Meetings Meetings of the Board of Directors shall be held at least quarter annually at such time and place as selected by the Board of Directors. DM1~2204320.2 APPROVED MAY 24, 2010 6.2.2 Special Meetings Special Meetings of the Board of Directors may be called by the President on three (3) days' written notice to each director to be delivered by mail, e-mail or in person and special -`meetings may also be called upon written request of three ( 3 ) members of the Board of Directors. All notices of special meetings shall state the purpose of such meeting. 6.2.3 Quorum At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business. The acts of a majority of directors present at such meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting a quorum is not present, the presiding officer may set another time for the meeting. At such other time, any business which might have been transacted at the originally called meeting may be transacted. ARTICLE VII NOTICE Written notice of the annual meetings of members shall be personally served upon or mailed (by regular mail only) to each member entitled to notice. ARTICLE VIII FISCAL MATTERS 8.1 Fiscal Year The fiscal year of the corporation shall be the same as the fiscal year of the City of Miami Beach, Florida. 8.2 Dues Annual dues (membership fees) shall be established by the Board of Directors. Dues shall continue in effect from year to year until changed. Dues shall be due and payable by each member on the anniversary of the member's admission to membership. In addition to the dues, the corporation may, though it need not, establish other fees which, if paid by a member, may entitle the member to certain titles and privileges as may be proposed by the Board of Directors. 8.3 Fidelity Bonds Appropriate fidelity bonds may be required by the Board of Directors covering all officers and employees of the corporation who handle or are responsible for corporation funds. The premiums for such bonds shall be paid by the corporation. DM l`~204320.2 APPROVED MAY 24, 2010 8.4 Records The corporation shall maintain business records according to good business recording keeping practice. 8.5 Annual Statement The Board of Directors shall presenter at each annual meeting, a full and clear statement of the business and condition of the corporation. 8.6 Insurance The corporation shall procure, maintain and keep, in full force and effect, all insurance required by the Board of Directors. 8.7 Use of Funds The funds of the corporation shall be deposited in financial institutions in Miami-Dade County, Florida, in an account for the corporation, under resolution duly approved by the Board of Directors, and, for amounts in excess of $5,000, shall be withdrawn only ove r th e signature of th e Executive Director and counter-signature of an authorized officer of the corporation. Said funds shall be used only for the purposes set forth in Article II of these By-laws. 8.8 Annual Financial Review The corporation shall have an external financial review each year which shall be performed and completed within 90 days following the end of the corporation's fiscal year. 8.9 Tax Returns The corporation shall timely file all tax returns. ARTICLE IX NOMINATING COMMITTEE 9.1 The Nominating Committee shall consist of five (5) members; one (1) of whom can be a member of the corporation, but not a member of the Board of Directors. 9.2 The Board of Directors shall select the Nominating Committee not later than 60 days before the annual meeting. 9.3 The chairperson of the Nominating Committee shall be selected by the President. DM1~2204320.2 APPROVED MAY 24, 2010 9.4 A quorum for the Nominating Committee shall be three (3) members. 9.5 T h e Nominating Committee sh a l l submi t its nominations to the Secretary not later than 40 days before the annual membership meeting. 11.6 The Nominating Committee shall create a set of policies and procedures for use in the nominating process. ARTICLE X AMENDMENT OF BY-LAWS These By-Laws may be amended by the Board of Directors at any meeting by a two-thirds (2/3) vote of the Directors present and voting; provided, however, that thirty (30) days written notice shall have been given to the members of the corporation of the intent to so change these By-laws. DM1~2204320.2