Article I
Name and Registered Office
1. Name -The name of this organization shall be Delaware Museum Association.

2. Registered Office -The registered office of the corporation will be located at the office of Sandra W. Dean, Esq., 12322 Willow Grove Road, Camden, De  19934.  The Board of Directors may change the location of the registered office by resolution.

Article II
Purpose
1. The purpose of this corporation is to assist museums and museum staff members (paid and volunteer) to develop programs, share knowledge and resources, and work to promote a healthy, ethical and mutually supportive system of private, country, state, and federal museums and historical societies within the State of Delaware.

2. The corporation seeks to pursue this purpose through provision of education, information, resource and support services, facilitating communication among its membership, and improving public awareness and understanding of issues relating to museums. 

Article III
Membership
1. Membership.  Membership shall be open to all individuals and institutions that are involved in museums or museum-related activities.  They may or may not be residents of or incorporated in the State of Delaware.

2. Categories of Membership.  All categories of membership shall be determined by the Board.

3. Qualifications of Membership.  Only individual members in good standing of the Association may be elected to or hold office on the Board.

4. Voting Rights.  Each individual member of the Association

Article IV
Board of Directors
1. Directors and Terms of Office-The Board of Directors (hereafter known as the BOD) shall consist of not less than eight  or more than twelve  persons to be elected from those currently holding a general membership in good standing and with the recommendation of the current BOD. Each member shall be entitled to one vote. No more than one BOD member shall be from the same institution. The Directors shall work, either for pay or as a volunteer, at a Delaware museum or eligible institution. Term of office shall be for three years, with one third of the members to be elected each year.  Members may be re-elected.  Upon initial adoption of the bylaws and selection of a board, the president will divide the directors into three groups, using random drawing, to serve one, two, and three-year initial terms to establish rotation. 

2. Elections-Not later than February  1 of each year, a five-member nominating committee shall be appointed by the president to select candidates for the BOD.  The nominating committee shall prepare and submit a list of candidates to the BOD for action no later than the April meeting.

3. Vacancies-The Executive Committee (EC), consisting of the President, Vice President, Secretary, Treasurer, and Executive Director, may fill any vacancy in the Board of Directors by reason of death, resignation, or other cause for the unexpired portion of the term.

4. Authority-The BOD shall establish policies for the operation of the Association and shall exercise all the powers that may be exercised or performed by this Association under the General Statute Law of the State of Delaware, and these by-laws. After Incorporation the Association will also abide by those statutes and regulations applicable to 501 (c3) organizations.

5. Directors’ Consent-Any business, which requires action on any matter prior to a scheduled meeting, shall be done in writing. Any resolution in writing, approved and signed by a majority of the Directors, shall have the same force and effect as if the same were passed by vote of a majority of the Directors at a meeting duly called and held for that purpose. The Secretary shall record such resolutions in the Minutes of the Association.

6. Quorum-At all meetings of the BOD, five of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the BOD, except as may be otherwise specifically provided by statute. If a quorum is not present at any meeting of the BOD, the Directors will adjourn the meeting until a quorum shall be present.

Article V
Officers
1. The EC shall consist of the elected officers, plus the Executive Director if one is appointed or employed by the board.

2. The EC shall have and may exercise between meetings of the BOD, all the powers of the BOD stated herein. The President shall call meetings of the EC, or in his/her absence, the Vice-President. A majority of the members of the Executive Committee shall constitute a quorum thereof. 

3. Terms of Office for the EC-Each such officer shall serve for a term of two years or until his/her successor is duly appointed and qualified, but any officer may be removed by the BOD at any time for cause. The BOD shall fill vacancies among the officers by reason of death, resignation, or other cause.

4. Resignation-EC members may resign from office but still be on the BOD.

5. No one may serve more than two consecutive terms in any office. 

President-The President shall preside at all meetings of the BOD and the EC and shall appoint all standing and special committee Chairs, receive all matters presented for consideration and make assignments of each to the proper committee and perform such other duties as the BOD may specify. He/she shall be a voting member all committees.
1. Vice-President-The Vice-President during the absence of the President shall preside at all meetings of the BOD and EC. The Vice-President chairs the Rules Committee. 
2. Executive Secretary-The Executive Secretary shall oversee and sign the recording of the minutes of the proceedings of all meetings of the BOD and the EC. 
3. Treasurer-The Treasurer shall have charge and custody of all funds of the Association. He or she will ensure that full and accurate account of receipts and disbursements is kept.  Review the Associations books and report thereon at least quarterly to the BOD. Monitor the deposit of all money and valuable effects in the name and to the credit of the Association in depositories designated by the BOD.  In general, perform all other duties required by such officer designated from time to time by the BOD or by the President or as are incident to the office of Treasurer. The accounts shall be audited every three years, or any time a new Treasurer takes office, by a certified public accountant if gross assets exceed $10,000.  The Treasurer will chair the Budget committee.

Article IV
BOD Meetings
1. Place of Meetings-The BOD may hold their meetings at such place or places within the State as the BOD may from time to time determine.  The President may choose to hold a meeting outside the State if special circumstances arise. 

2. Regular meetings-Meetings will be held on the third Monday of January, April, July and October. Meetings will normally start at 3:00 pm.  Location of meetings will vary at the pleasure of the BOD to include sites relevant to current or future business.

3. Special Meetings-Special meetings of the BOD may be held whenever the president may deem it advisable, or upon written request of any of the directors, an attempt to notify each director by telephone, fax or letter will be made at least at least one day prior to such meetings. 

4. Attendance: Any Director who fails to attend at least one meeting per year shall be notified by the President. If they fail to attend a meeting during the next quarter they will be removed from the BOD unless just cause is presented to the BOD and approved.  It is the duty and obligation of each member of the BOD to personally participate in the affairs of the Association. For that reason, no member of the BOD may appoint any other individual to function or act in that member’s place except as noted in Article VI par. 4.

5. Notice of public meetings shall be posted at the Convention and Visitors Bureau for each county at least ten days prior to scheduled meetings.

6. Roberts Rules of Order will be used to conduct all meetings unless otherwise agreed by the participants.

Article VII
Fiscal Year
The fiscal year of this Corporation shall commence on the first of July of each year and shall end on the last day of June of each year.

Article VIII
Empowerment
No Officer, Director, member nor any standing or special committee shall commit the Association to any policy, contract, or debt, or represent it at any public or private hearing without having first received authority to do so from the BOD or its Executive Committee.

Article IX
Notices and Waivers
Notices of annual meetings of the membership shall be given in writing at least thirty days prior to the date of the meetings.  Notices of special meetings shall be given in writing at least two weeks prior to the date of the meetings.  Notice shall be deemed given when same is placed in the United States Mail with postage prepaid thereon and addressed to the Member concerned at the last address appearing on the books of the Association.

Article X
Amendments
The Bylaws of the Association may be altered, amended, or repealed at the Annual Membership Meeting.  Notice of the Meeting must include any proposed amendments.  Change requires an affirmative vote of two-thirds of the members entitled to vote thereon and present at such meeting, in person or by formal proxy.  In the event the Bylaws require change prior to the annual meeting a ballot may be mailed and a two-thirds majority of the voting members in good standing will be required for change.

Article XI
Dissolution
The Association shall continue unless the Board of Directors determines that the Association is no longer able to carry out the objectives and purposes set herein.  Dissolution of the Association shall be conducted according to the applicable statue, the Articles of Incorporation and shall require a two-thirds vote of the total Board of Directors at the time of voting, at a special meting called specifically for this purpose by the Board.  Upon dissolution, assets shall be disposed of as provided for by the Articles of Incorporation.