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TAM's operations are governed by a constitution and by-laws. To learn more about our operations, go to:

Constitution

By-Laws

3939 Bee Caves Road
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Austin, Texas 78746

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Home > About TAM > Constitution and By-laws

Constitution

Section 1. The name of this organization shall be the Texas Association of Museums.

Section 2. For the purposes of this Association, a museum is defined as an organized and permanent non-profit institution, essentially educational or aesthetic in purpose, with professional paid or unpaid staff, which owns and utilizes tangible objects, cares for them, and exhibits them to the public on some regular schedule.

Section 3. For the purposes of this Association a museum is also defined as a nature center, science-technology center, zoo, arboretum, aquarium, planetarium, historic site, or other such institutions not necessarily utilizing and exhibiting tangible objects, but defined in the professional accreditation guidelines of the American Association of Museums for such institutions essentially educational in nature.

The purpose of the Association is educational, to wit: The enhancement of the knowledge, skills, and abilities of public and private museums, their staffs, officers, and trustees, and volunteer personnel through regular meetings, workshops, seminars, and publications in all areas of museum operation, including but not limited to, museum management and finance; collection practices; exhibition design and interpretation; conservation techniques; officer and director recruitment and training; management of volunteers; the solicitation of charitable donations; and to enhance public awareness and understanding of museums.

Membership of individuals and organizations shall be of such categories and such dues rates as shall be established by the Council.

Section 1. The management and governance of the affairs of the Association shall be vested in a Council which shall be the Board of Trustees of the Association.

Section 2. The Council shall be composed of the following members of the Association.

1. Officers of the Association, as defined in the By-Laws.

2. Councillors-At-Large, as defined in the By-Laws.

3. The immediate Past-President.

4. Certain ex-officio non-voting members as defined in the By-Laws.

Section 3. At each meeting, the Council shall report to the Association's membership concerning past actions and future plans. This report is to be filed with the Secretary.

Section 4. The day-to-day management of the Association shall be vested in the executive committee which shall consist of the officers and immediate Past-President of the Association. Its duties shall be as defined in the By-Laws.

Section 1. There shall be at least one general meeting and one business meeting of the Association each calendar year. General meetings and business meetings may be held in conjunction with one another.

Section 2. The time, place, number, and nature of all meetings of the Association shall be at the discretion of the Council.

Section 3. Special meetings of the Council shall be called as provided in the By-Laws. A minimum of four Council meetings shall be held annually.

Section 1. A body of By-Laws shall provide for the conduct of the affairs of the Association.

Section 2. Amendments to the By-Laws may be made as provided in the By-Laws.

Amendments to this Constitution may be proposed in a written statement presented to the Council and filed with the Secretary. Amendments must be approved by a simple majority of all Council members present at a duly constituted Council meeting and at least two-thirds vote of the membership of the Association present at a duly constituted business meeting. The membership of the Association shall be notified of any proposed amendment to this Constitution by mail at least 30 days prior to the business meeting.

In the event of the Association's dissolution all monies and other assets shall be assigned according to the laws of the State of Texas.

The resident agent of the Association shall be Jack Nokes, 3939 Bee Caves Road, Austin, Texas 78746

ARTICLE II

Dues

Section 1. All dues structures and terms of membership shall be determined by the Council at a duly constituted Council meeting.

ARTICLE III

Officers

Section 1. The officers of the Association shall be a President, Vice-President, Vice-President for Development, Secretary, and Treasurer.

Section 2. Officers of the Association shall be elected in the following manner: a slate of officers shall be presented to the membership by the nominating committee as outlined in Article VII. Individual members and institutional representatives shall elect the officers from the candidates so presented.

Section 3. The duties of the officers shall be as follows:

A. The President shall be the chief executive officer of the Association and shall preside at all Association and Council meetings. The President shall also represent the Association in contacts with other museum and professional groups and shall serve as the Association's representative to the board of the Mountain-Plains Museum Association.

B. The Vice-President shall cooperate with the President in maintaining an active program of communication with the membership and such other groups as the President may direct. The Vice-President shall preside in the absence of the President. Should the office of President be vacated, the Vice-President shall succeed to that office. The Vice-President shall chair the standing committee for the Annual Meeting.

C. The Vice-President for Development shall chair the standing committee on Development. The Vice-President for Development shall work with the Executive Director, Council Members, and members of the Development Committee in furtherance of the Association's fundraising efforts.

D. The Secretary shall be responsible for keeping the minutes of all duly constituted business meetings and shall keep and file all records pertaining to the Association. The Secretary shall be responsible with the Treasurer for the development and presentation of the annual report of the Council to the membership.

E. The Treasurer shall care for all funds of the Association and shall be responsible, with the Secretary, for the development and the presentation of the annual report of the Council to the membership. The Treasurer shall keep the books of the Association, arrange for an annual audit, and assist in the preparation of the annual budget.

Section 4. Each officer shall serve in that office for a term of two years, or until a successor is appointed or elected. The successor shall take office immediately upon election. No officer may serve more than two consecutive terms in the same office.

ARTICLE IV

Council

Section 1. The Council shall be composed of five officers, eight members-at-large, and the immediate Past President. These fourteen members shall be the only voting members of the Council. They must be residents of or work in the State of Texas.

Section 2. At-Large members shall each serve two years, and shall be nominated by the nominating committee as prescribed in Article VIII. They shall be known as Councillors-at-Large.

Section 3. Councillors-at-Large positions 1, 2, 3, and 4 shall be elected, as outlined in Article VII, on even-numbered years. Councillors-at-Large positions 5, 6, 7, and 8 shall be elected, as outlined in Article VII, on odd-numbered years.

Section 4. A Councillor-at-Large may be re-elected for no more than one additional consecutive term. If a Councillor-at-Large has been appointed by the President to fill a vacant position that person may be elected, as outlined in Article VII, to that position for one full term at the expiration of the appointed term in accordance with Section 3 of this article.

Section 5. A Councillor-at-Large may be elected to an office and continue his membership on the Council for the term of that office. Outgoing officers may stand for election as Councillors-at-Large.

Section 6. All voting members of the Council must be individual members in good standing of the Association.

Section 7. Voting members of the Council shall be required to attend all regularly scheduled Council meetings. Failure to attend two consecutive regularly scheduled Council meetings may result in the removal of that member from the Council and that position may be declared vacant by action of Council.

Section 8. A quorum of the Council shall consist of any five elected voting members of Council, at least one of whom must be an officer.

Section 9. Vacancies in Councillors-at-Large and elected offices, other than the Presidency, shall be filled by appointment by the President, subject to the Council's approval.

Section 10. There shall be the following members of the Council who shall serve ex-officio and without vote: The Executive Directors of the Texas Commission on the Arts, Texas Committee on the Humanities, and the Texas Historical Commission, or their designated representatives as communicated to the President. The Executive Director of the Association shall serve ex-officio and without vote.

ARTICLE V

Meetings

Section 1. Due notice of all general and business meetings shall be given to the membership and publicized to all members at least three months prior to each meeting. The requirement to notify membership of all general and business meetings may be met by (1) submitting the notice in writing or (2) posting the notice on the Home Page of the TAM Web site and sending electronic notices to all known e-mail addresses in the TAM membership records.

Section 2. The Council shall entertain invitations by institutional members to host the annual and general meeting in their city.

Section 3. A quorum at a business meeting shall consist of 15 percent of the voting membership, one officer, and one Councillor-at-Large.

ARTICLE VI

Executive Committee

Section 1. The Executive Committee shall be composed of the President, who shall serve as chair, Vice-President, Vice-President for Development, Secretary, Treasurer, and immediate Past President.

Section 2. The Executive Committee shall have general supervision of the affairs of the Association between Council meetings. It shall make recommendations to the Council. All actions taken by the Executive Committee shall be reported to the Council at the Council's next scheduled meeting. By action of the Council in a duly constituted meeting any action of the Executive Committee may be nullified or reversed.

Section 3. The Executive Committee may be called into session at any time by the President.

Section 4. Three members of the Executive Committee shall constitute a quorum

ARTICLE VII

Nominations and Elections to Council

Section 1. The Nominating Committee, not to exceed five members, shall consist of the outgoing Council members not eligible for re-election and representatives from the general membership of the Association. The chair of the nominating committee and the general membership representative shall be appointed by the Council at the first Council meeting following the annual meeting. The Nominating Committee shall report a slate of recommended nominees for Councillors-at-Large to the Council at least four months before the date of the general meeting of odd numbered years. The President will then advise the general membership of the Nominating Committee's slate simultaneously with the announcement of the general and business meetings

.Section 2. The Nominating Committee's slate shall make every attempt to develop a slate of nominees for Officers and Councillors-at-Large which represents the various museum disciplines and which is geographically diverse.

Section 3. The Nominating Committee's slate shall provide at least two candidates for each vacant Councillor-at-Large position.

Section 4. The Nominating Committee's slate shall provide at least one candidate for each vacant Officer's position.

Section 5. Election of Officers and Councillors-at-Large shall be by printed or electronic ballot distributed or made available to the membership at least 60 days prior to the annual business meeting of the Association. The requirement to distribute ballots or make ballots available to membership may be met by (1) mailing printed ballots or (2) posting the ballots on the TAM Web site and sending electronic notices to all known e-mail addresses in the TAM membership records. The President shall appoint a teller committee of no less than three individual members in good standing of the Association, none of whom is a candidate for election. The teller committee shall compute the results and report them to the membership at that meeting. The Officers and Councillors-at-Large shall take office immediately upon such announcement.

Section 6. Nominations for any office or for Councillor-at-Large may be made by write-in ballot by any individual member or institutional representative. The nominee must consent to the nomination either orally or in writing. The printed or electronic ballot shall include space for the name of candidates nominated by write-in ballot.

ARTICLE VIII

Standing Committees

Section 1. There shall be the following standing committees of the Association: Nominating, Long Range Planning, Membership, Development, and Annual Meeting Committee.

Section 2. The chair of each standing committee shall be voting members of the Council and shall be appointed to the chair by the President, except for the Officers of affinity, regional organizations, the chair of the Development Committee which shall be the Vice-President for Development, and the chair of the Annual Meeting Committee which shall be the Vice-President. The President shall charge each committee with its specific duties. The duties of the Nominating Committee shall be as defined by Article VII, Sections 2, 3, and 4.

Section 3. The chair of each standing committee, excluding the Nominating Committee, may appoint as many members of the committee as desired, but in no event fewer than three. Committee members need not be members of the Council but must be individual members in good standing of the Association.

ARTICLE IX

Special Committees

Section 1. The President may appoint such special and ad-hoc committees as necessary or appropriate. Such committees may include but are not limited to: Publications and Special Projects.

Section 2. The chairs of special committees need not be members of the Council, but must be individual members in good standing of the Association. The chair of a special committee may appoint any number of committee members. Committee members must be individual members in good standing of the Association. Chairs of special committees shall be members of the Council serving ex-officio and without vote. Their terms shall expire with that of the President who appoints them.

Section 3. An affinity organization may be considered as a special committee of the Association. An affinity organization is defined as a formally organized body consisting of individuals sharing the same special museum-related interest. Such interests would include, but not be limited to: education, curation, registration, academic disciplines, and aspects of museum administration and operation. An affinity organization may be recognized by the Council if it presents evidence of having duly elected a representative to serve as its chair. That chair shall serve as a member of the Council ex-officio and without vote.

Section 4. A regional organization shall be considered as a special committee of the Association. A regional organization is defined as a formally organized body of individuals working in a commonly-shared geographic region of the State of Texas. Such an organization may be recognized by the Council if it represents evidence of having duly elected a representative to serve as its chair. That chair shall serve as a member of the Council ex-officio and without vote.

Section 5. Chairs of affinity and regional organizations must be individual members in good standing of the Association.

Section 6. There shall be a Trustees' Committee established as a special committee of the Association. Any individual member of the Association who is a trustee of any museum automatically is a member of this committee. The members of the committee shall duly elect a representative to be its chair and who shall serve as a member of the Council ex-officio and without vote.

Section 7. Affinity and regional organizations and the Trustees' committee may adopt their own by-laws, membership requirements, and dues structure at their discretion so long as they do not conflict with the Constitution and By-Laws of the Texas Association of Museums, its policies, and its procedures. It shall be the responsibility of the Council to approve the standing of any such organization.

ARTICLE X

Executive Director

Section 1. The Council may at its discretion employ or dismiss any Executive Director to manage the affairs and headquarters of the Association on a day-to-day basis. The Executive Director shall report and be accountable to the Council as a body; but the President is the Executive Director's immediate supervisor and shall, as necessary, articulate the policy of Council.

Section 2. It shall be the express function of the Executive Director to implement Association policy as established by the Council.

Section 3. The Executive Director shall serve ex-officio, without vote, on all committees of the Association.

ARTICLE XI

Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised, as interpreted by the President, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Association may adopt.

ARTICLE XII

Amendment of By-Laws

These By-Laws can be amended at any regular business meeting of the Association by a two-thirds vote of the voting members present, provided that the amendment has been submitted to the membership at least 30 days prior to the business meeting. The requirement to notify membership of proposed amendments may be met by (1) submitting the notice in writing or (2) posting the notice on the Home Page of the TAM Web site and sending electronic notices to all known e-mail addresses in the TAM membership records.

Revised
March, 1984
April, 1989
April, 1992
March, 2004
September, 2006

April, 2007

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