About MuseDoma | Bylaws | Corporate Information | Organizational meeting
(formed under the Delaware General Corporation Law)
The principal office of the Corporation shall be located within or without the State of Delaware, at such place as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board of Directors may designate. The Corporation shall have and maintain within the State of Delaware a registered office at such place as may be designated by the Board of Directors.
The Members of the Corporation (the "Members") shall consist of (i) the initial Members named by the Incorporator and (ii) such persons or entities as may be elected to membership from time to time by a majority of the Board of Directors, who meet all requirements for membership at the time of such election as may be established by these By-laws or by the Board of Directors from time to time, which requirements may include the payment of fees to the Corporation. The Members shall be divided into four classes: Founder Members, Class A Members, Class B Members, and Class C Members.
The Founder Members are, and shall be: the International Council of Museums ("ICOM"), and the J. Paul Getty Trust ("JPGT").
Unless assigned to a different class by a majority of the Board of Directors, a Member shall be a Class A Member while such Member has an annual operating budget of $5,000,000 U.S. or more and either
is an institutional Member of ICOM; or
qualifies under the definition of a "museum" as defined by ICOM under Article 2 of the ICOM Statutes, as such definition may be amended from time to time.
Unless assigned to a different class by a majority of the Board of Directors, a Member shall be a Class B Member while such Member has an annual operating budget of less than $5,000,000 U.S. and either
is an institutional Member of ICOM; or
qualifies under the definition of a "museum" as defined by ICOM under Article 2 of the ICOM Statutes, as such definition may be amended from time to time.
A Member duly elected by the Board of Directors and meeting all the membership requirements established by the Board of Directors and by these By-laws, and who is not a Founder Member, Class A Member or Class B Member, shall be a Class C Member.
The Board may establish such subclasses of Class C membership as the Board deems reasonable and consistent with the purposes of the Corporation, and may establish different requirements for membership in such subclasses.
Unless a shorter term shall be specified by the other Members at the time of such Member’s election, Members shall remain Members in perpetuity unless otherwise specified by the resolution of the majority vote of the full Board of Directors.
A Member’s membership in the corporation may be revoked by a majority vote of the full Board of Directors if such Member is in default in meeting any of the ongoing requirements of membership (as may be established by these By-laws or by the Board of Directors from time to time, and including nonpayment of ongoing membership fees, if any) for a continuous period of one (1) year.
A meeting of the Members shall be held annually for the election of directors and the transaction of other business as may properly come before the Members, as determined from time to time by the Members, on a date specified by the Board of Directors, or, if no such date is specified, on April 30.
Special meetings of the Members may be called at any time by the President, the Secretary, any Founder Member or by the Board of Directors. Such meetings may also be convened by Members entitled to cast one-tenth of the total number of votes entitled to be cast at such meeting; these Members may, in writing addressed to the Secretary of the Corporation, demand the call of a special meeting, specifying the date and month thereof. The Secretary of the Corporation upon receiving the written demand shall promptly give notice of such meeting, or if the Secretary shall fail to do so within five (5) business days thereafter, any Member signing such demand may give such notice.
Meetings of Members may be held at such place, within or without the State of Delaware, or no place (but rather by means of remote communication), and at such hour as may be fixed in the notice of the meeting. If no such time or place are fixed, at the principal offices of the International Council of Museums in Paris, France, at 10:00 AM local time.
The written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice is given when deposited in the United States mail, postage prepaid, directed to the Member at his address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary (if any) that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.
Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Members need be specified in any written waiver of notice.
One-fifth of the Members of the Corporation shall constitute a quorum at a meeting of Members, and the affirmative vote of a majority of such Members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members.
Whenever any corporate action is to be taken by vote of the Members, including the election of directors pursuant to Section 3.2 of these By-laws, each Founder Member, Class A Member and Class B Member shall be entitled at every meeting of the Members to one vote, and such corporate action shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by the affirmative vote of a majority of the Members present at the meeting and entitled to vote thereon.
No Member shall be entitled to authorize another person or entity to act as proxy at any meeting of Members.
At any meeting of the Members, if neither the Chair of the Board of Directors (if any), nor President, nor a Vice President, nor a person designated by the Board to preside at the meeting shall be present, the Members present shall appoint a presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken by the Members at any meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members having a right to vote thereon were present and voted. Such written consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Members are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this section 2.13 to the Corporation, written consents signed by a sufficient number of Members to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Members are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate by law, if such action had been voted on by Members at a meeting thereof, the certificate filed shall state, in lieu of any statement required by law concerning any vote of Members, that written consent has been given in accordance with the Delaware General Corporation Law, and that written notice has been given.
Except as otherwise required by law or restricted by the Certificate of Incorporation or these Bylaws, the Members may participate in a meeting of the Members by means of conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.
The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.
The number of directors constituting the entire Board of Directors shall not exceed six (6), and after the special meeting and vote required by section 3.3.B below shall b e fixed at six (6). Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, a director need not be a Member. The number of directors may only be increased or decreased by amendment of the Bylaws.
The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. Each class shall consist of two (2) directorships.
A. The Board of Directors, in their initial resolutions, shall elect such number of directors necessary to fill four (4) of the directorships, and shall designate such four (4) directors to classes as follows:
B. The Board of Directors shall call a special meeting of Class A and Class B Members to be held before the first annual meeting of Members, where such Members, voting as a class, shall elect directors to fill the two remaining initial vacancies, one director to serve as a Class II director and one director to serve as a Class III director.
C. Initial Terms. Each initial director in Class I shall serve for a term ending on the date of the annual meeting of Members in 2002; (ii) each initial director in Class II shall serve for a term ending on the date of the annual meeting of Members in 2003; and (iii) each initial director in Class III shall serve for a term ending on the date of the annual meeting of Members in 2004; and provided, further, that the term of each director shall be subject to the election and qualification of his or her successor and to his or her earlier death, incapacity, resignation or removal.
At the annual meeting of Members in 2002, and at every meeting of Members thereafter at which Class I directors are to be elected, JPGT shall be entitled to elect one (1) director, and ICOM shall be entitled to elect one (1) director.
At the annual meeting of Members in 2003, and at every meeting of Members thereafter at which Class II directors are to be elected, ICOM shall be entitled to elect one (1) director, and the Class A and Class B Members, voting as a single class, shall be entitled to elect one (1) director.
At the annual meeting of Members in 2004, and at every meeting of Members thereafter at which Class III directors are to be elected, JPGT shall be entitled to elect one (1) director, and the Class A and Class B Members, voting as a single class, shall be entitled to elect one (1) director.
The term of any director elected at an annual meeting of Members pursuant to this Section 3.4 shall run until the third annual meeting following such director’s election to such term.
A vacancy in the Board arising from the death, resignation, incapacity, or removal of a director elected by a Founder Member shall be filled by the appointment of a new director by the Founder Member who elected the departing director. All other vacancies in the Board of Directors occurring prior to an election pursuant to section 3.4 shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected or appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, subject to the election and qualification of his or her successor and to his or her earlier death, incapacity, resignation or removal.
If for cause, one or more of the directors elected by Class A and Class B Members may be removed at any time by the action of two-thirds of the Members, provided that written notice of such removal is given to any director so removed. ICOM and JPGT may each remove directors that they have elected at any time.
Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.
Unless a greater proportion is required by law or by the Certificate of Incorporation, one-third of the total number of directors shall constitute a quorum for the transaction of business, provided, however, that there shall be no quorum unless there is one director present elected or appointed by each Founder Member]. Except as otherwise provided by law or by the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board.
An annual meeting of the Board of Directors shall be held each year directly after the annual meeting of the Members.
Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the Chair of the Board, if any, the Vice-Chair of the Board, if any, the President or any two directors.
Meetings of the Board of Directors may be held at such places within or without the State of Delaware as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any one or more directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.
The Corporation shall not pay any compensation to directors for services rendered to the Corporation, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.
Minutes shall be kept of each meeting of the Board of Directors. Copies of the minutes of each such meeting shall be filed with the corporate records.
The Board of Directors may, by resolution passed, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board may designate one or more directors as alternate Members of any committee, who may replace any absent or disqualified Member at any meeting of the committee. In the absence or disqualification of a member of a committee, the Member or Members present at any meeting and not disqualified from voting, whether or not such Members constitute a quorum, may unanimously appoint another Member of the Board of Directors to act at the meeting in the place of any such absent or disqualified Member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such Committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the Members, any action or matter expressly required by law to be submitted to the Members for their approval or (ii) adopting, amending or repealing any by law of the Corporation.
Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a contrary provision by the Board of Directors or in rules adopted by such committee, a majority of the entire authorized number of Members of each committee shall constitute a quorum for the transaction of a business, the vote of a majority of the Members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the Board of Directors conducts its business under Article III of these Bylaws.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of such committee may be taken without a meeting if all Members of such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Members of the committee shall be filed with the minutes of proceedings of such committee.
Any one or more Members of such committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.
Each committee of the Board of Directors shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty under law to the Corporation.
Minutes shall be kept of each meeting of each committee. Copies of the minutes of each such meeting shall be filed with the corporate records.
The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and it may, if it so determines, choose a Chair of the Board and a Vice-Chair of the Board. The Board may also elect or appoint one or more Vice-Presidents, Assistant Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers and may give any of them such further designation or alternate titles as it considers desirable. The Board of Directors shall elect or appoint such officers with such titles and duties as shall be stated in a resolution of the Board which is not inconsistent with these Bylaws. Any two or more offices may be held by the same person.
Each officer shall hold office for the term for which he or she is elected or appointed and until his successor is elected or appointed and qualified or until his earlier resignation or removal. All officers shall be elected or appointed at the annual meeting of the Board. Vacancies resulting from any resignation or removal may be filled by the Board of Directors. An officer appointed or elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office, and until his successor is elected and qualified. Any officer may be removed by the Board with or without cause at any time.
Any officer may resign at any time by giving written notice to the Corporation. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Corporation.
Subject to the control of the Board of Directors, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided by the Board and, to the extent not so provided, as generally pertain to their respective offices.
A. President. The President shall serve as the chief executive officer of the corporation. The President shall preside at all meetings of the Board of Directors and the Executive Committee and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation in accordance with policies and directives approved by the Board of Directors.
B. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.
C. Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Corporation, if any; and he or she shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his signature.
D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation. He or She shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his duties as the Board of Directors may require, for which he or she shall be reimbursed.
The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause, subject to the provisions of applicable law. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.
The Corporation may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the entire Board of Directors.
The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board or, if the Board delegates power to any officer or officers, then by such officer or officers.
The Board may require officers, agents or employees to give security for the faithful performance of their duties.
The fiscal year of the Corporation shall be from July 1 through June 30, or such other period as may be fixed by the Board of Directors.
The corporate seal shall be circular in form, shall have the name of the Corporation inscribed thereon and shall contain the words "Corporate Seal" and "Delaware" and the year the Corporation was formed in the center, or shall be in such form as may be approved from time to time by the Board of Directors.
The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
The Corporation shall keep at its office correct and complete books and records of account, the activities and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Corporation, and a current list of the Members, directors and officers of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
The Certificate of Incorporation of the Corporation may be amended in whole or in part by a majority vote of the directors then in office pursuant to the procedure outlined in title 8, §242(b)(3) of the Delaware General Corporation Law. The Bylaws of the Corporation may be adopted, amended or repealed in whole or in part by majority vote of the directors then in office.
A resolution authorizing a proposed amendment to the Certificate of Incorporation may provide that at any time prior to the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the Members of the Corporation, the Board of Directors may abandon such proposed amendment without further action by the Members.
Each director or officer of the Corporation is strictly prohibited from acting in the name of the Corporation with regard to any transaction involving such director or officer’s personal accounts, or the account of any person or entity employing or otherwise engaged with such director or officer, unless (i) such transaction is limited to an amount less than $30,000; or (ii) such transaction and the nature of such officer’s or director’s interest therein is disclosed in advance to the Board of Directors, and, following such disclosure, such transaction is approved by the independent directors.
The Corporation shall indemnify any director, officer, employee or agent, any former director, officer, employee or agent, any person who may have served at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of corporation), to which he or she may be or is made a party by reason of being or having been such director, officer, employee or agent if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, there shall be no indemnification in respect of any claim, issue or matter as to which he or she shall have been adjudicated to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
The Corporation may pay expenses (including attorney's fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer or director, to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this Article. Such expenses (including attorneys' fees) incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
Any indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in title 8, §145(a) and (b) of the Delaware General Corporation Law. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after adoption hereof.
The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, Bylaw, agreement, vote of the disinterested Members or directors or otherwise, and shall not restrict the power of the Corporation to make any indemnification permitted by law.
The indemnification advancement of expenses provided by this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such a person.
The Board of Directors may authorize the purchase of insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by him in any such capacity, or which arises out of such person's status as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by him in any such capacity, or which arises out of such person's status as a director, officer, employee, or agent whether or not the Corporation would have the power to indemnify such person against that liability under law.
In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"). Further, if at any time the Corporation is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in §§ 4941(d) or 4945(d), respectively, of the Code.
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.