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SAMPLE BYLAWS FOR AN ORGANIZATION WITH COLLECTIONS RECOMMENDED

BY THE NEW YORK STATE MUSEUM, THE UNIVERSITY OF THE STATE OF NEW

YORK/ STATE EDUCATION DEPARTMENT

ARTICLE I

Name and Nonprofit Policy

Section 1. Name: This Corporation is and shall be known as _________________________,

hereinafter referred to as the ____________

Section 2. Nonprofit Policy: The _____________ shall not be operated for profit, and its entire

properties, assets, and facilities shall be devoted to the purposes for which it is organized as set

forth in its constitution, as the same may from time to time be amended.

ARTICLE II

Purposes

Section 1. Purposes: The purposes of the ____________ as set forth in its constitution are

exclusively educational in nature, to wit:

[Copy the corporate purposes exactly from the provisional charter petition, provisional charter, or absolute charter. Include any

amended language.]

ARTICLE III

Board of Trustees

Section 1. Election and Powers: The Board of Trustees shall have custody, control and direction

of the ____________, its collections, property and other assets. Trustees shall be elected at each

Annual Meeting of the Board, and each Trustee shall serve until his or her successor is elected

and qualified, unless his or her Trusteeship be theretofore vacated by resignation, death, removal,

or otherwise.

Section 2. Number: The number of Trustees constituting the entire Board of Trustees shall be not

less than five (5) nor more than twenty-five (25), and shall be fixed by resolution of the Board of

Trustees. The Board of Trustees, by a two-thirds (2/3) vote of all members of the Board, may

resolve to increase or decrease the number of Trustees to the extent permitted in the Charter of

the ____________, provided that no decrease shall shorten the term of any incumbent Trustee.

Section 3. Classes: Each Trustee shall serve a term of three (3) years, except as provided

hereafter in this Article. For the purpose of staggering their terms of office, the Trustees shall be

divided into three (3) classes, as nearly equal in numbers as may be, and the term of office of one

class shall expire each year in regular rotation. In case the number of Trustees in any class

becomes unequal to the other classes, the Board of Trustees may elect one or more Trustees to

terms of one or two years, as may be deemed most practical.

Section 4. Vacancies: In case of any vacancy in the Board of Trustees, a majority of the

remaining Trustees may elect a successor to fill the unexpired term, and to serve until his or her

successor shall have been duly elected and qualified. In the event of increase in the number of

Trustees, additional Trustees may be elected to terms of one, two, or three years as may be

necessary to maintain equality in numbers among the classes of Trustees. Additional Trustees so

elected shall serve until their successors shall have been duly elected and qualified.

Section 5. Absences: If any Trustee shall fail to attend three (3) consecutive meetings of the

Board of Trustees without excuse accepted as satisfactory by the Board, such Trustee shall be

deemed to have resigned and the vacancy shall be filled.

Section 6. Removal: At any meeting of the Board of Trustees duly called, any Trustee may, by

vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected

by the Board to fill the unexpired term of the Trustee so removed.

Section 7. Meetings: The Annual Meeting of the Board of Trustees shall be held in the month of

_______________ each year on such date and at such time and place as may be fixed by the

Board of Trustees and named in the notice. Regular Meetings of the Board of Trustees shall be

held at such times as the board may, from time to time, determine. Special Meetings of the Board

of Trustees shall be held at any time, on call by the President of the Board, or by the Secretary on

the request in writing of any three (3) members of the Board.

Section 8. Agenda for Regular Meetings: The agenda or order of business for each Regular

meeting shall include the following:

(a) Call to order

(b) Roll Call

(d) Financial report

(e) Reports of Regular Committees

(f) Reports of any other Committees

(g) Report of the Director

(h) Old business

(i) New business

(j) Adjournment

Section 9. Notice of Meetings: Notice of the time and place of every meeting of the Board shall

be mailed not less than ten (10) nor more than twenty (20) days before the meeting, to each

Trustee at his or her address as set forth in the records of the ___________. Notices can be fax/

emailed to members.

Section 10. Waiver of Notice: Notice of a meeting need not be given to any Trustee who submits

a signed written waiver thereof, whether before or after the meeting, nor to any Trustee who

attends the meeting without protesting, prior thereto or at its commencement, the lack of notice

to him. Members can submit waiver of notice of meeting by electronic means.

Section 11. Quorum: A majority of the entire Board of Trustees shall constitute a quorum at any

meeting of the Board, and except as otherwise provided by law or herein, a majority in number

of such quorum shall decide any question that may come before the meeting. A majority of the

Trustees present at any regular or special meeting, although less than a quorum, may adjourn the

same from time to time, without notice other than announcement at the meeting, until a quorum

shall be present. At such adjourned meeting at which a quorum shall be present, any business

may be transacted which might have been transacted at the meeting as originally called.

Section 12. Action Without a Meeting: Any action required or permitted to be taken by the

Board of Trustees or any committee thereof at a duly held meeting may be taken without a

meeting if all members of the Board of Trustees or the committee consent in writing to the

adoption of a resolution authorizing the action. Such resolution and the written consents thereto

by the members of the Board of Trustees or committee shall be filed with the minutes of the

proceedings of the Board of Trustees or the committee. Unanimous consent can be given through

the use of electronic communication.

Section 13. Personal Attendance by Conference Communication Equipment: Any one or more

members of the Board of Trustees or any committee thereof may participate in a meeting of such

Board or committee, with the consent of all the members of such Board or committee present in

person at such meeting, by means of a conference telephone, electronic video screen

communication or similar communications equipment allowing all persons participating in the

meeting to hear each other at the same time. Participation by such means shall constitute

presence in person at the meeting.

Section 14. Executive Committee: The Board of Trustees shall, by an affirmative vote of a

majority of the entire Board, appoint an Executive Committee, to consist of _________ Trustees,

including the President, Vice-President, Secretary, Treasurer, and other members of the Board as

the Board shall determine upon recommendation by the President. The President shall be the

Chairman of the Executive Committee. The Executive Committee shall have and may exercise

between the meetings of the Board of Trustees all the authority of the Board of Trustees, except

that the Executive Committee shall have no authority as to those matters proscribed under any

provision of applicable law. The Executive Committee shall review, at least annually, the

performance and effectiveness of the Director, and shall recommend the compensation and

benefits of the Director. The Executive Committee shall report all its actions to the next meeting

of the Board. Any reference in these Bylaws to the Board of Trustees shall include the Executive

Committee unless the context or express provision otherwise provides.

Section 15. Regular Committees: As soon as practicable each year following the Annual Meeting

of the Board of Trustees and upon the recommendation of the President, the Board shall appoint

the following Regular Committees, each of which shall consist of at least __________ Trustees

and shall have the authority to carry out its purposes as set forth in this Section 15. In making

these appointments, the Board shall designate the Chairman of each committee other than the

Finance Committee.

(a) Collections Committee. There shall be a Collections Committee which shall recommend

policy for acquisitions to the collections, either by purchase or gift, and shall carry out a

continuing review of all acquisition programs. This Committee shall also be responsible to the

Board for policies relating to preservation, deaccessioning and other disposition of the

collections.

(b) Community Relations Committee. There shall be a Community Relations Committee which

shall recommend policy for the community relations, public relations, membership programs,

and development activities of the ______________.

policy for all educational and group activities provided for the public.

(d) Finance/Audit Committee. There shall be a Finance/ Audit Committee which shall

recommend policy and be responsible for the supervision and direction of the care and custody

of all financial transactions and reports of the _____________. The Committee shall advise the

Director in the preparation of the budget for the calendar year which shall be presented annually

to the Board of Trustees for adoption. The Committee shall review with the Director and the

independent public accountants then serving the ____________ audit policies and the proposed

annual audit report to be submitted to the Board. The Committee shall be composed of a

minimum of three broad members other than the treasurer and the president. Treasurer shall

serve as Chairman of the Finance/Audit Committee.

(e) Nominating Committee. There shall be a Nominating Committee which shall recommend (i)

persons for election to the Board of Trustees, and (ii) a slate of officers for election to two year

terms at the Annual Meeting of the Board of Trustees. Nominations shall be mailed to each

member of the Board of Trustees at least fifteen (15) days prior to the Annual Meeting of the

Board. The Nominating Committee shall also recommend to the Board persons to fill vacancies

as soon as practicable after they may occur. The Nominating Committee may also propose to the

Board persons for election as Honorary Trustees. The President shall not serve on the

Nominating Committee.

(f) Personnel Committee. There shall be it Personnel Committee which shall recommend policies

relating to the recruitment, compensation, benefits, and retention of _____________ employees,

other than the Director, and all employee policies and programs.

(g) House and Grounds Committee. There shall be a House and Grounds Committee which shall

recommend policies for the maintenance, repair, and occupancy of the physical facilities and

grounds of the ______________.

Section 16. Other Committees: The President, with the approval of the Board of Trustees, may

designate additional committees, each of which shall consist of at least ________ Trustees and

may include other persons who need not be Trustees. Each such committee shall have such

authority and shall serve for such time as provided in the resolution designating the committee,

except that such authority shall not exceed the authority conferred on the Executive Committee

by Section 14 or on any regular Committee by Section 15 of this Article. No committee of the

board shall have authority to bind the board.

ARTICLE IV

Officers

Section 1. Election of Officers: The Board of Trustees shall elect a President, a Vice-President, a

Secretary, and a Treasurer of the ____________. Each such officer shall be elected from among

the Trustees at the Annual Meeting of the Board for a term of one year. Any vacancy in the

above offices shall be filled by the Board of Trustees as soon as practicable.

Section 2. Removal: At any meeting of the Board of Trustees duly called, any Officer of the

____________ may, by a vote of two-thirds (2/3) of the entire Board, be removed from office

and another may be elected by the board in the place of the Officer so removed, to serve until the

next Annual Meeting of the Board.

Section 3. President: The President shall be the presiding officer of the Board of Trustees with

the power and duty to exercise general supervision over the affairs and operations of the

___________. He or she shall act as Chairman of and preside at all meetings of the Board and of

the Executive Committee. He or she shall serve on all Regular and other committees, except the

Nominating Committee, in addition to the appointed members. The President shall have such

other powers and duties as may be designated by the Board.

Section 4. Vice-President: At the request of the President or in his or her absence or during his or

her disability, the Vice-President shall perform the duties and exercise the functions of the

President. The Vice-President shall have such other powers and duties as may be designated by

the Board of Trustees or the President.

Section 5. Secretary: The Secretary shall be responsible for the keeping of minutes of all

meetings of the board of Trustees. He or she shall see that all notices are duly given in

accordance with the provisions of these bylaws or as required by law. The Secretary shall be

responsible for the custody of the records and of the seal or seals of the ___________. The

Secretary shall have such other powers and duties as may be designated by the Board or the

President.

Section 6. Treasurer: The Treasurer shall have supervision over the financial records of the

____________. The Treasurer shall provide the Board of Trustees at each of its regular meetings

with a statement of the financial condition of the ___________. He or she shall serve as

Chairman of the Finance/Audit Committee and shall have such other powers and duties as may

be designated by the Board.

ARTICLE V

Membership

Section 1. Purpose and Authorization: In order to provide a means of attracting interest in and

support for the activities of the _____________, the Board of Trustees may establish from time

to time one or more classes of membership as it deems fit, on such terms and conditions as the

Board by resolution shall determine.

ARTICLE VI

Director

Section 1. Director: The Board of Trustees may appoint and employ a chief administrator of the

___________, designated as Director. The Director shall serve at the pleasure of the Board. That

person, by becoming a director, officer, key employee or agent of a corporation is subject to the

personal jurisdiction of the State Supreme Court, and in an action or proceeding by the attorney

general under the NPCL process may be served upon such person pursuant to CPLR §313.

Section 2. Duties of Director: The Board of Trustees may delegate to the Director the

responsibility and authority for carrying out the policies and purposes that have been adopted and

approved by the Board. The Director shall be the chief officer of the staff of the _____________,

and shall appoint, supervise and, when necessary, discharge individuals who occupy staff

positions authorized by the Board. The Director shall have such powers and duties as may be

designated by the Board.

Section 3. Waiver: Waiver of notice to director/ alternate director can be submitted either in

writing or electronically.

ARTICLE VII

Amendments and Other Provisions

Section 1. Amendments: These Bylaws may be adopted, amended or repealed in whole or in part

by the affirmative vote of a majority in number of the entire Board of Trustees, provided that at

least _______ days before the meeting at which any amendment shall be voted upon, written

notice of the proposed amendment shall be mailed to each member of the Board, together with a

concise statement of the changes proposed to be made.

Section 2. Conduct of Meetings: Except as otherwise provided in these bylaws, by applicable law

or by resolution of the Board of Trustees, all meetings of the Board or of any committee

designated by the Board shall be conducted in conformity with Robert's Rules of Order, Revised,

as amended from time to time.

Section 3. Financial Reporting: For financial reporting purposes the _____________ shall report

from ______________ to ______________ of each year.

Section 4. Indemnification: The ____________ shall indemnify (a) any person made or

threatened to be made a party to any action or proceeding by reason of the fact that such a

person, or such person's testator or intestate, is or was a Trustee or Officer of the __________

and (b) any Trustee or Officer of the ___________ who served any other corporation of any type

or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise,

association, or entity in any capacity at the request of the ____________, in the manner and to

the maximum extent permitted by the Not-for-Profit Corporation Law of New York, as amended

from time to time; and the __________ may, in the discretion of the Board of Trustees, purchase

and maintain insurance pursuant to such indemnification and indemnify all other corporate

personnel to the extent permitted by law.

Section 5. Interested Trustees and Officers: Each Trustee and Officer of the _____________

shall disclose in writing to the Board of Trustees any conflict of interest which he believes may

arise in connection with his service as a Trustee or an Officer of the __________. No contract or

other transaction between the ___________ and any other corporation, firm, association, or other

entity in which one or more of its Trustees or Officers are directors or officers, or have a

substantial financial interest, shall be either void or voidable for this reason alone or by reason

alone that such Trustee or Trustees or Officer or Officers are present at the meeting of the Board

or of a committee thereof, which authorizes such contract or transaction, or that their votes are

counted for such purposes if the material facts as to such common directorship, officer ship,

financial or other interest are disclosed in good faith or known to the Board or committee, and if

the Board or committee authorizes such contract or transaction by a vote sufficient for such

purpose without counting the vote or votes of such interested Trustee or Officer.

Section 6. Related Party Transactions: Is any transaction agreement or any other arrangement in

which a related party has a financial interest and in which the corporation or any affiliate of the

corporation is a participant. Authorizes the Attorney General to enjoin, void or rescind any

related party transaction, or seek additional damages or remedies.

Section 7. Conflict of Interest: Policy that includes, at a minimum: (a) A definition of the

circumstances that constitute a conflict of interest; (b) Procedures for disclosing a conflict to the

audit committee or, if no audit committee, to the board; (c) A requirement that the person with

the conflict no be present at or participate in board/committee deliberation or vote on matter

giving rise to the conflict; (d) A prohibition against any attempt by the person with the conflict to

influence improperly the deliberation or voting on the matter giving rise to the conflict; (e) A

requirement that the existence and resolution of the conflict be documented in the corporation’s

records, including in the minutes of any meeting at which the conflict was discussed or voted

upon; and (f) Procedures for disclosing, addressing, and documenting related party transactions

in accordance with NPCL §715.

Section 8. Whistleblower: Policy that includes:(a) Procedures for reporting violations or

suspected violations of law or corporate policies, including procedures for preserving the

confidentiality of reported information; (b) A requirement that an employee, officer or director of

the corporation be designated to administer the policy and report to the audit committee or other

committee of independent directors, or if none, to the board; and (c) A requirement that a copy of

policy be distributed to all directors, officers, employees and to volunteers who provide

substantial services to the corporation

Section 9. Proxy: A member can use email to authorize someone to act as proxy.

Section 10. Employees: Prohibits an employee of a corporation from serving as chair of the

board or holding any other title with similar responsibilities.

updated: June 30, 2016

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