{Contact_First_Name},

During the upcoming Business Luncheon at the TAM conference, the board will be proposing a few changes to the Tennessee Association of Museums Constitution and Bylaws for your consideration. The changes are highlighted below in Article V, Sections 2 & 7.  The changes allow the board to more easily make a quorum should all of the board chairs not be filled and allow the board to conduct business via conference calls or emails. You can find a copy of our current by-laws online at http://tnmuseums.org/bylaws.  Please take the time to read the changes and vote on or discuss the proposed changes at the business luncheon on Thursday, March 16.

Thanks in advance,

Ken Mayes
President

Tennessee Association of Museums Constitution and Bylaws

Adopted March 18, 1978

Amended March 15, 1985

Amended March 18, 1993

Amended March 26, 1999

Amended March 22, 2007

Amended March 21, 2013

Amended March 19, 2015

PENDING MARCH 2017

Article I – Name

The name of the Association shall be the Tennessee Association of Museums, Inc., hereinafter referred to as TAM.

Article II – Area

The geographic area served by TAM includes but is not limited to the state of Tennessee.

Article III – Purpose

The mission of TAM is to encourage best management practices in Tennessee museums; to stimulate public interest, support, and understanding; and to promote the interchange of ideas and cooperation among museums and museum personnel.

The objectives of TAM shall be:

1) To foster communication and cooperation among members.

2) To encourage publication and dissemination of information on Tennessee’s cultural, historical, and scientific heritage.

3) To encourage adherence to professional standards.

4) To collaborate with related organizations in areas of common interest.

The definition of a museum for TAM shall be:

A public or private nonprofit agency or institution organized on a permanent basis for essentially educational or aesthetic purposes, which, utilizing a professional staff, owns or utilizes tangible objects, cares for them, and exhibits them to the public on a regular basis. (Museum and Library Services Act)

Article IV – Membership and Dues

Membership in TAM shall be open to any and all persons and/or organizations who desire to affiliate with TAM, who meet the requirements of membership as herein set forth, and who pay annual dues according to their membership category:

Individual: Individual membership may be granted to those interested persons who desire to assume an active role in the affairs of TAM. Individual membership assumes the following rights, duties, and responsibilities: Individual members shall have the right to vote in all matters pertaining to the business and affairs of TAM including the election of its officers. Individual members shall have the right to hold office in TAM in accordance with Article V.

Contributing: Contributing membership may be granted to those who desire to assume an active role in the affairs of TAM and who desire to be further identified as a Contributing member. Contributing membership entitles such persons or institutions to the same rights and privileges as individual membership.

Patron: Patron membership may be granted to those who desire to assume an active role in the affairs of TAM and who desire to be further identified as a Patron member. Patron membership entitles such persons or institutions to the same rights and privileges as individual membership.

Honorary: Honorary membership may be conferred upon any person whose contributions to the advancement of museums warrant special recognition by the TAM membership. Upon approval by the TAM Board, honorary membership may be granted by action of a majority of the voting members at the annual meeting or specially called meeting of the membership. Honorary members shall have all the rights and privileges of membership, except the right to vote, hold office, or serve on any committee of TAM.

Nominations for Honorary Membership should be made in writing to the Secretary of TAM.

Institutional: Institutional membership may be granted to any institution that meets the TAM definition of a museum. Each institution which has paid the appropriate annual dues shall be entitled to one vote by its duly registered delegate at the annual meeting or specially called meeting of the membership.

Associate: Associate membership may be granted to those persons or organizations not in direct association with Tennessee, but desiring an affiliation with TAM. An associate member who has paid the appropriate annual dues is entitled to all privileges except those of voting and holding office.

Corporate: Corporate membership is available to companies and consultants in the museum field who have an interest in the development of museums in the state of Tennessee. Corporate members who have paid the appropriate annual dues shall be entitled to all privileges except that of Board service.

Membership in any category may be revoked due to unethical or unprofessional conduct. A two-thirds majority vote of the TAM board is necessary for this action.

The TAM Board shall be empowered to determine (and change as necessary) a reasonable membership dues structure.

Article V – Officers and Governance

1. Officers and Executive Committee: The Officers of TAM shall be a President, Past President, President Elect, Vice-President for East Tennessee, Vice-President for Middle Tennessee, Vice-President for West Tennessee, Secretary, and Treasurer, all selected from the total membership. The Officers shall be elected at an annual meeting of TAM to serve for a term of three (3) years. All Officers shall be elected on a rotating schedule so that no more than three (3) Officers rotate off the Board in a given year. The Past-President shall serve one (1) year after his/her term as President has ended. The term for President Elect shall be two (2) years, beginning the year following the Past President’s term. The Past-President and President Elect will not serve on the board at the same time. The above Officers form the Executive Committee.

2. Board Composition, Board Members, and Board Meeting Schedule: TAM shall be governed by a fifteen (15) member Board composed of seven (7) elected Officers and eight (8) Board Members who are elected from the total membership and serve as Committee Chairpersons. An elected Board Member may serve two consecutive terms, but must vacate the Board for at least one year prior to reelection to subsequent terms.

The Board shall meet four (4) times each year, including once immediately prior to the scheduled annual business meeting of TAM. Other meetings shall be called as needed. The clear majority of the currently-occupied Board positions shall constitute a quorum for the transaction of business. Except where contradicted by the Bylaws, “Roberts’ Rules of Order, Revised” shall govern the meetings.

3. Board Nominations and Elections: A Nominating Committee, consisting of the three Vice-Presidents, shall serve for a term of one (1) year. The committee shall solicit nominations from the membership each year in advance of the annual meeting. The committee shall then obtain the consent of all nominees and confirm their status as voting members of TAM in preparation of a slate to be presented at the annual meeting. Nominations will also be accepted from the general membership at the annual meeting.

Board Members shall be elected and take office at the annual meeting. Board members shall be elected by a simple majority of votes cast by members present at the annual meeting. Board Members serve until successors are elected. Board Members shall be voting members of TAM in good standing.

4. Board Committees: Committees of the Board shall be chaired by Board Members. Committee Chairpersons/Board Members shall be elected on a rotating schedule so that no more than three (3) members rotate off the Board in a given year. Committees may include but are not limited to the following areas of focus:

Awards

Membership

Development

Communications

Technology

Student Outreach

Professional Programming

Conference Program

5. Board Vacancies: Should a vacancy occur in the Board or in any of the offices except the Presidency, such a vacancy may be filled by the Board for the unexpired term. An appointed Board Member completing an unexpired term may then be elected to the board in accordance with the election and rotation schedule established for their position.

6. Board Meeting Attendance: Any officer or Board Member who fails to attend three (3) successive regular or specially called meetings without justification and who fails to make an effort to see that the duties of the office are fulfilled, shall be considered having relinquished the office and a successor shall be appointed by the Board.

7. Approval Process: Any action of the Board in which a majority of its members shall concur in writing, including electronic mail and fax, or by voice vote via telecommunication shall be binding and valid.  All such action shall be reported at the next meeting of Board and duly recorded in the minutes of the meeting. The Secretary shall be responsible for certifying that all Board members have been notified in writing of Board actions, which may be via electronic mail and/or fax.

8. President: The President shall be the chief executive officer of TAM and shall preside at all annual and specially called meetings of TAM. The President shall appoint all standing committees and shall be an ex-officio member of all committees except the Nominating Committee. The President shall call Board or Executive Committee meetings, or shall call such a meeting upon the written request of the majority of the Executive Committee or Board.

The President shall oversee the dissemination of information of interest to members of TAM. The President shall perform any and all other duties incidental to the office.

9. President-Elect: The President Elect shall be elected from the total membership in the year that concludes the Past President’s term. The President Elect shall serve a term of two (2) years and will succeed the President. In case of death or resignation of the President, or if the President is unable to perform the duties of the office, the President Elect shall become the President for the remainder of the unexpired term.

10. Vice-Presidents: The three (3) Vice Presidents shall be elected from the total membership and represent the three geographic regions of Tennessee—East, Middle, and West. The Vice President representing the geographic region in which the annual meeting will be held shall serve as Chairperson of the Local Arrangements Committee and shall support the Conference Program Chairperson. The Vice Presidents shall perform the duties of the President and President Elect in their absence and shall act in an advisory capacity at all times.

11. Secretary: The Secretary shall keep the minutes of all business, Executive Committee, and Board meetings of TAM. The Secretary shall assist the President and the Board in any way practicable and shall perform such duties as are specified or implied in the Bylaws or as may be assigned by the Executive Committee.

12. Treasurer: The Treasurer shall have custody of all monies belonging to TAM, shall keep an account of all expenditures and receipts, and shall report thereon to TAM at each annual meeting and to the Board whenever directed by the President. The Treasurer shall be responsible for ensuring that all financial forms are filed with the proper governmental agencies.

13. Representation: The regional Vice Presidents and Committee Chairpersons/Board Members shall represent TAM in the geographic areas in which they work, assist the membership and Conference Program Chairperson, and give a report at the annual meeting. They may also organize and conduct area meetings or workshops.

14. TAM Coordinator: The Board may, at its discretion, employ an individual(s) to coordinate the affairs of TAM, to direct the on-going programs, and to develop new ones with the advice and consent of the Board. Duties of the TAM Coordinator may include organization of the annual meeting, membership development and coordination, development and distribution of periodic newsletters, preparation and submission of grant requests, public relations, and other duties as may be required or authorized by the Board. Salaries are to be fixed at the discretion of the Board. The individuals will report to the President. The Executive Committee of the Board shall serve as a human resources committee: i.e., hiring, firing, evaluation, etc. of employee(s).

Article VI – Benefits of Membership

Among the many benefits of membership are the following:

1. Annual Meeting. TAM shall hold an annual meeting in March at such time and place as the Board shall determine, and such other meetings as may be called by the Board. As far as is practicable, the locations shall rotate throughout the three geographic sections of the State. Announcement of the location for the following year’s annual meeting is to be made at the current year’s annual meeting. A program committee shall present to the Board a tentative program no later than the last quarter Board meeting each year. The majority of members present shall conduct business, including elections. Except where contradicted by the Bylaws, Roberts’ Rules of Order, Revised shall govern the meeting.

2. Awards. TAM, by recommendation of its awards committee, shall bestow Awards of Excellence and Awards of Commendation upon member institutions at its annual meeting, therein recognizing projects that demonstrate exceptional scholarship, creativity, and professional accomplishment.

3. Newsletter. A newsletter will be produced periodically. The newsletter may be published in print and/or electronically.

Article VII

1. A. In furtherance of its purposes, TAM is authorized to purchase, acquire, hold, lease, mortgage, sell, exchange and otherwise dispose of real and personal property and to improve, protect, preserve, restore and mark by appropriate signs, historic and other places, whether owned by TAM or otherwise, and to do all other lawful acts in furtherance of its purpose.

B. It shall be the policy of TAM not to acquire collections on a permanent basis, except such office reference material as may be needed for administrative purposes. Collections that may be acquired by TAM shall be turned over to such repositories as the Board may direct.

2. No substantial part of TAM’s activities shall be devoted to attempts to influence legislation. TAM shall not take part in political campaigns on behalf of or in opposition to any candidate for public office; nor engage in any activity which would classify it as an

“Action” organization within the meaning of the Internal Revenue Code, Section 501

(c)(3). Any activity which would disqualify TAM for such exemption is strictly outside its purposes and powers.

3. No part of the income or assets of TAM shall inure to the benefit of or be paid to any individual, and no individual shall receive any monetary benefit from the operation of TAM other than reasonable remuneration for goods and services rendered. Employees of TAM are bound by any employment contracts.

4. In the event of dissolution, the remaining assets of TAM shall be transferred to one or more organizations operating for similar purposes and exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954, or future amendments thereto; or to a federal, state, or local unit to be used for public purposes.

Article VIII Amendments

1. Amendments to the TAM Constitution and Bylaws may be proposed in a written statement filed with the secretary by any five members of TAM. Copies of the proposed amendments shall be distributed by the Secretary to all members of the Board prior to the annual meeting at which time they will be considered. If approved by the Board, the amendments may be adopted by a majority vote of those present at the TAM annual meeting; but if not approved by the Board, a two-thirds vote of those present at an annual meeting of TAM will be required for adoption.

2. In order for the TAM Board to conduct business in an orderly and timely fashion, the membership may be asked to vote by mail ballot on selected constitutional issues.