MOMCC Bylaws

MOMCC BYLaws

ARTICLE I - Name

 The name of this organization shall be Midwest Open Air Museums Coordinating Council.  It shall be known as MOMCC.

 

ARTICLE II - Purpose, Definitions, and Affiliations

 Section 1.  Purpose

 The purpose of MOMCC is to promote excellence and to provide a forum for the interchange of materials, information, ideas and consideration of professional issues within the open air, interactive, and historical museum professions.  This is accomplished through regularly scheduled conferences as well as the Midwest Open Air Museums Magazine and additional printed and electronic resources.

 

Section 2.  Definitions

 MIDWEST REGION - The Midwest is defined as the eight states of Illinois, Indiana, Iowa, Michigan, Minnesota, Missouri, Ohio and Wisconsin.

 OPEN-AIR MUSEUM - A site or facility that interprets history through exhibits, living history interpretation and/or other educational programs.

 Section 3.  Affiliations

 The Midwest Open Air Museums Coordinating Council may maintain an affiliation with other historical organizations for the purpose of cooperation in areas of mutual concern and interest.  It may maintain its affiliation as the designated Midwest representative of the Association for Living History, Farm and Agricultural Museums.


ARTICLE III - Membership

MOMCC will be composed of interested institutions and individuals who will be invited to participate in annual meetings and other activities sponsored for the general membership.


Section 1.  Membership Categories


INSTITUTIONAL MEMBER – Open-air museums, historical and folk-life agencies, house museums and interested businesses and institutions who support the purpose and activities of the organization. 


INDIVIDUAL MEMBER - All individuals who support the purpose and activities of the organization.


HOUSEHOLD MEMBER - Any two individuals who share the same address and support the purpose and activities of the organization. 


Section 2.  Membership Dues

A.  Members shall pay dues as determined by the Board of Directors.

B.  Failure to pay dues shall result in the termination of membership.


Section 3.  Voting Privileges

A.  Each institutional member will be entitled to one vote at all business meetings of membership.  Each institution shall designate one person who may vote and act for said institution.

B.  Each individual member will be entitled to one vote at all business meetings of the membership. 

C.  Each household membership will be entitled to two votes at all business meetings of the membership.

 

Section 4. Termination of Membership.

The Board by a 2.3 majority may suspend or expel a member for Cause. Members may resign at any time by filing a written resignation with the treasurer. Membership dues are non-refundable and non-transferable.

 

ARTICLE IV - Standing Committees 

 

Section 1.  Standing Committees are established by the Board of Directors and may be called ‘Resource Groups’.

 

Section 2.  Each Standing Committee shall have a Chair appointed by the Board of Directors for a term of two years with possible reappointment.  The Board of Directors may appoint new Chairs as it deems necessary.

 

Section 3.   Standing Committee Chairs shall submit a written report of activities of their committee to the Board of Directors within thirty days of each conference.

 

Section 4.   All Standing Committees may develop their own ‘Rules and Regulations’ for ongoing operations, within these bylaws, to be presented to the Board for approval.

 

ARTICLE V - Board of Directors

 

Section 1.  Board Members shall be the President, Vice-President, Secretary, Treasurer, Past President, and three Members at Large.  Also appointed by the Board of Directors will be the Editor-in-Chief of the magazine, a Spring and a Fall Conference Coordinator and a Web Master. All will have voting privileges. 

 

Section 2. The Board of Directors should reflect the diversity of MOMCC membership (geographic coverage, range of types of institutions represented, and variety of professional expertise.)

 

Section 3. The Executive Committee consists of the President, Vice-President, Secretary, Treasurer, and Past President.

 

Section 4.  Duties of the Board of Directors

 

A.  The President shall preside at all meetings of MOMCC and Board of Directors meetings.  The President shall have the power to act for the Board of Directors in matters of administration and program, between meetings, and shall be the official representative of MOMCC. 

 The President shall have the authority to appoint such other committees and officials as may be deemed necessary by the Board of Directors.  The President shall present a report annually to the Board of Directors and the Secretary shall file said report and make it available to all members of MOMCC.  The President or his appointed representative shall represent MOMCC at regional meetings held during the ALHFAM conference.

 

B.  The Vice President shall perform all duties of the President during the latter's absence or disability, and shall succeed to the office of President in the event of the withdrawal or resignation of the President.  The Vice President shall also perform such duties as may be assigned by the President or Board of Directors.

 

C.  The Past President shall serve in an advisory capacity and shall perform duties as assigned by the President or Board of Directors.

 

D.  The Secretary shall keep all records of transactions, shall make a record of deliberations of MOMCC and shall send to the members, all notices required by the Board of Directors.   The Secretary shall be the custodian of records, which shall be made available to any member upon presentation of a written request to the Board of Directors.  The Secretary shall prepare minutes of the Board of Directors meetings in a timely fashion and will distribute these minutes to the Board Members within 30 days of the meeting.  Minutes of the Annual Meeting will be published in the MOMCC Magazine.

 

E.  The Treasurer shall collect, and by order of the President and/or Board of Directors, disburse all funds of MOMCC and shall keep regular accounts of all receipts and disbursements of monies due or payable which at all times shall be open to inspection by the Board of Directors.  The accounts of the Treasurer shall be audited at any time as deemed necessary or appropriate by the Board of Directors.   The Treasurer shall provide written financial reports for each Board Meeting and a written financial report to the membership at each Annual Meeting. 

  

F.  The Members-At-Large shall serve as the Marketing Committee to promote MOMCC and its goals.  They will be responsible for obtaining new members and advertising conferences.  Other duties may be assigned by the President or the Board of Directors.

 

G.  The Editor-in-Chief of the Midwest Open Air Museums Magazine shall have editorial responsibility for all publications, shall solicit articles and advertisers, produce the publications, and working in conjunction with the Treasurer shall be responsible for making sure all bills for the publication are submitted in a timely fashion.

 

H.          Fall and Spring Conference Coordinators will propose future host sites and Conference Chairs and will work with the Board of Directors and appointed Conference Chairs to provide quality, cost-effective conferences.

 

I. The Web Master shall maintain MOMCC’s presence on the world-wide-web in a timely fashion.  The Web Master shall have editorial responsibility for the content of the MOMCC web site and shall report to the Board of Directors.

 

J. The Board of Directors shall review the Bylaws at least every five years, but more often if necessary.

 

Section 5.  Terms of Office and Vacancies

 

A.  All Board Members must be an Individual or Household member of MOMCC in good standing.

 

B. The President, Vice President, Secretary and Treasurer shall be elected for a term of two years by the voting members of MOMCC as provided in Article VII of these Bylaws.  The President and Vice President shall be elected in odd numbered years.  The Secretary and Treasurer shall be elected in even numbered years.  They shall take office at the close of the Annual Meeting.

 

C.  The President may hold the same position for not more than two consecutive terms.  The President shall become the Past President following his or her term of office.

 

D.  The Vice President may hold the same office for not more than two consecutive terms.

 

E.  The Secretary and Treasurer may be re-elected indefinitely.

 

F.  One Member-At-Large shall be elected at each annual meeting by the voting membership of MOMCC to serve for a three-year term.  Members-At-Large may be re-elected indefinitely.

 

G. The Editor-In-Chief of the Midwest Open Air Museums Magazine shall be appointed by the Board of Directors and will serve on the Board for a term of two years.  He or she may be re-appointed to this position.

 

H. The Spring and Fall Conference Coordinators will be appointed by the Board of Directors and will serve on the Board for a term of three years.  These coordinators may be re-appointed to this position.

 

I. The Web Master of the MOMCC web site shall be appointed by the Board of Directors and will serve on the Board for a term of two years.  He or she may be re-appointed to this position.

 

J.   Any Board Member may be removed from office for absences from three consecutive, separate Board meetings, failure to fulfill duties as assigned, improper conduct or misuse of funds or property as judged by two-thirds of the Board of Directors.  Vacancies created during the term of office may be filled by appointment by the Board of Directors, except the vacancy of President, which shall be filled by the Vice President.  Filling an unexpired term shall not prevent Board Members from being elected to full terms of office.

 

ARTICLE VI - Duties of the Board of Directors

 

Section 1.  The elected officers and appointed Board Members shall control and manage the affairs of MOMCC in accordance with the Bylaws and shall be vested with responsibility and control of all property of MOMCC held in trust for the benefit of MOMCC, and shall have the power to authorize all acts on behalf of MOMCC except to amend or change the Bylaws.  The Board of Directors may make rules for the conduct of its own meetings, and in the absence of any such rules, said meetings shall be conducted according to Roberts Rules of Order.

 

Section 2.  The Board of Directors may act and ballot by mail, telephone, fax, e-mail, or otherwise as determined by the Board of Directors.

 

Section 3.  The Board of Directors shall advocate and conform with the MOMCC Statement of Professional Conduct [adopted by the MOMCC membership November 2004] and with the parameters established by the MOMCC Articles of Incorporation, 1992, amended January 1995.

 

ARTICLE VII - Elections

 

Section 1.  The Board of Directors will appoint a nominating committee, consisting of two Board Members and two non Board Members, at the annual meeting.  This committee will recommend nominees for each expiring elected term to the Board of Directors at the summer Board meeting for approval.   The slate will be filed with the Secretary one hundred and twenty days prior to the Annual Meeting.

 

Section 2.  The Secretary shall be required to submit written or electronic notice of the list of nominees to all voting members of MOMCC.  Voting members are those whose dues are current.  The notices shall be submitted at least 30 days prior to the Annual Meeting by first class mail with instructions for voting and for the return of the mail ballots to the Secretary or appointed designee. The Board of Directors will appoint two members to open and count the ballots.

 

Section 3.  Persons receiving the highest number of votes for each office shall be elected to that office.  An Annual Meeting election will be held only in the case of a tie.

 

ARTICLE VIII - Meetings

 

Section 1.  Meetings of the Board of Directors  

Meetings of the Board of Directors shall be held twice a year and others at the discretion of the President, or upon written request to the President or Secretary by at least three of its members.  A quorum for the Board of Directors shall consist of a majority of the Board Members, which is seven.

 

Section 2.  Meetings of the Membership

 

A.  The site of the Annual Business Meeting and other meetings for each year will be confirmed by the MOMCC Board of Directors.  Other meetings may be held at the written request of three Board Members or by the President.

 

B.  The Conference Committee will notify all members, in writing of the dates of the conferences, including the Annual Business Meeting, at least two months in advance.

 

ARTICLE IX – Finances

 

Section 1.  The Fiscal Year of MOMCC shall begin on the first day of September and continue through the thirty-first day of August.

 

Section 2.  The Treasurer shall deposit all funds of MOMCC in a bank to be selected by the Treasurer and approved by the Board of Directors.

 

Section 3.  All bills shall be paid only by checks signed by the Treasurer upon receipt of voucher.  Special accounts may be established by designated individuals as approved by the Board.  These special accounts will be for special projects, conferences, etc.  These accounts will be for no more than six months. and will be under the direct supervision of the Treasurer.

 

Section 4.  Individuals designated to establish special accounts will be required to provide the Treasurer and Board of Directors an accounting of funds within sixty days of the end of the activity.  All records of these accounts will be turned over to the Treasurer along with any profits resulting from the activity. 

 

Section 5.  Officers having charge or control of funds shall give bond as may be required by the Board of Directors for the safe custody of the funds of MOMCC, with the cost to be paid by MOMCC.

 

Section 6.  An annual budget shall be prepared by the Board of Directors at least 30 days prior to the Annual Meeting.  Unbudgeted expenditures of more than $1000.00 shall require membership approval.  A copy of the budget will be filed with the Secretary.

 

Section 7.  Accounts of the Treasurer will be reviewed by an internal Audit Committee annually and at other times as deemed necessary by the Board of Directors. External audits will be conducted as authorized by the Board of Directors.

 

ARTICLE X - Rules of Procedure

 

The proceedings and business of MOMCC shall be governed by Robert’s latest edition of parliamentary procedure, unless otherwise provided herein.

 

ARTICLE XI  - Amendments

 

Changes to the Bylaws may be presented by the membership to the Board of Directors or may originate from within the Board of Directors.  With approval from the Board of Directors, the changes shall be presented to the membership in writing, including the proposed Bylaw amendments and a mail-in ballot.

 

Ballots must be returned to the Secretary within thirty days, postmark to postmark.  Ballots returned after thirty days shall not be counted.  Any action will become effective immediately.  The results will be confirmed at the next annual meeting. 


Certificate of Amendment

Articles of Incorporation

January 13, 1995

 

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under sections 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.



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