Museum Association of Arizona Bylaws
As Amended April 8, 2005

Founded 1983
Incorporated 1988
Fed. ID No. 86-0583871

ARTICLE I Name and Location:

1. Name: The name of the organization shall be the Museum Association of Arizona, hereafter referred to as MAA.

2. Location of Headquarters: The principal place of business shall be designated by the Board of Directors.

ARTICLE II Mission:

The Museum Association of Arizona provides statewide leadership among Arizona’s museums and cultural communities through professional support, advocacy, education and collaboration.

ARTICLE III Membership:

1. Membership Categories: The categories of membership in MAA are:
a. Individual Membership: Membership in this category is open to any individual who supports the mission of MAA as set forth in Article II.
b. Institutional Membership: Membership in this category is open to any institution, business or organization that supports the mission of MAA as set forth in Article II.
c. Volunteer/Student: Membership in this category is open to any individual who is verifiably a volunteer or docent or student and who supports the mission of MAA as set forth in Article II.
d. Patron: Membership in this category is open to any individual, institution, business, or organization that contributes materially to MAA. (Non-voting)

2. Voting Rights:
a. Each individual, institutional, and volunteer/student member in good standing shall be entitled to one vote.
b. Each institutional Member shall appoint one representative from its organization who shall cast the vote of the Institutional Member. To obtain voting privileges, the name of such representative shall be submitted to the Secretary at the start of any business meeting.
c. In the event that the Institutional Representative is also an Individual Member, the person is entitled to two votes at any business meeting.
d. Proxies are not allowed.

3. Dues: Annual dues shall be set by the Board of Directors to cover the expenses of operating MAA.

4. Affiliate Groups:
a. The MAA Board of Directors may recognize Affiliate Groups. Recognized Affiliate Groups may use MAA as a fiscal agent for grants, propose programs for the MAA annual meeting, and nominate a member to serve on the MAA Board of Directors.
b. An Affiliate Group must be an organization, either within the museum field or an aligned academic or professional organization, which has ethical standards, academic background, and objectives in common with those of MAA. Affiliate Groups must serve a geographic region in Arizona.
c. To apply for affiliate status, a group must: 1) have at least half of its individual members hold MAA membership or be employed by an MAA Institutional member; 2) make a formal written request, signed by the President or Chair to the MAA Board of Directors on or before Sept. 1 for consideration of authorization; 3) provide written information about the group, including a roster of current members, mission statement, and brief history.
d. Affiliate Groups must be re-approved by a majority vote of the MAA Board of Directors in the third year following initial authorization, and every three years after.

5. Meetings and Quorums
a. Annual Meeting: Each member shall be notified by the Secretary at least 30 days in advance of time and location of the Annual Meeting held each Spring. The voting members present at the business session of the Annual Meeting shall constitute a quorum.
b. Special Meetings: A special meeting of the membership shall be called by the Board of Directors or by petition of at least one-third of the membership. The Board of Directors must notify the membership of a Special Meeting within ten (10) working days of receipt of a petition calling for such a meeting. The Secretary must notify the membership at least 30 days before a Special Meeting. If the Board of Directors calls the meeting, a quorum is one more than half of the members in attendance. If the meeting is called by petition, a quorum is one more than half of the total membership.

ARTICLE IV Board of Directors:

1. Management of MAA: The affairs of MAA shall be conducted and managed by its Board of Directors, which is its governing body. The MAA Board of Directors is made up of four officers: President, President-elect,
Treasurer, Secretary; the Western Museum Association (WMA) Representative., Regional Directors (representing geographic regions), a representative from each Authorized Affiliate Group and the National Association of State Museums (NASMA), Director of Professional Development, and the Immediate Past President. The election of officers, WMA Representative, directors, and representatives shall take place at the Annual Meeting.

2. Terms of Office: All officers, WMA Representative, regional and affiliate representatives, with the exception of the President-elect, will serve for two years or until their successors are elected or appointed. The President-elect will serve a one-year term, and may be re-elected for one term. No member shall hold more than one office at a time.. No member shall be eligible to serve more than two (2) consecutive terms in the same office. When possible, the two-year terms should be staggered, so that no more than half the board is elected each year.

3. Nominations and Elections
a. The Immediate Past President chairs the Nominating Committee. The President, subject to the approval of the Executive Committee, may appoint a minimum of two (2) members in good standing from the membership at large.
b. At least 30 days before the Annual Meeting, the Nominating Committee will put forth to the membership names of at least one candidate for each vacant position.
c. Any Individual Member may nominate himself or herself or any other member for office in the Association by a letter to the Nominating Committee provided that:
1) The individual nominated is an Individual Member in good standing in the Association.
2) The individual nominated has accepted the nomination.
3) The letter of nomination is received by the Nominating Committee at least 60 days prior to the Annual Meeting.
4) Nominations are closed 60 days prior to the Annual Meeting.
d. Those individuals who have accepted the nomination, shall constitute a ballot. The ballot shall be mailed to individual and institutional members in good standing at least 30 days prior to the Annual Meeting. The ballot shall also be provided to new members up to the end of the voting period at the Annual Meeting. Ballots are to be returned to the Secretary at least two hours before the Annual Meeting. Ballots shall be tallied by the Secretary, with the person receiving the highest number of votes for each office elected. Ballots shall be preserved by the Secretary for six (6) months after the election.
e. Nominees must be present at the Annual Meeting, unless excused by the Executive Committee, when they are elected. Elected officers and directors shall take office at the conclusion of the Annual Meeting.

4. Board of Directors Meeting: The President will determine meeting dates each year. A quorum shall be five (5) voting members of the Board.

5. Removal of a Board Member. After two consecutive, unexcused absences, a board member may be asked to resign by the President.

ARTICLE V Authorities and Duties of the Board of Directors:

1. Powers and Duties. It shall be the power and duty of the Board to conduct, control and manage the affairs of MAA. Generally and without limitation, the Board shall have the power and shall operate the business of MAA in a prudent manner. The Board of Directors shall also:
a. Adopt, edit and/or amend, operational procedures as stated in the operations manual.
b. Adopt an annual budget.
c. Set membership fees.
d. Have oversight of committee' activities and reports.
e. Conduct the general business of MAA, including publications.
f. Fill positions vacated by officers and directors.
g. Hire and fire staff.
h. Undertake long-range planning.
i. Oversee planning of the Annual Meeting, workshops, symposia and other events.
j. All records generated by officers and directors of the Association are the property of the Association and shall be deposited in the archives.

2. Officers
a. President: The President is the chief executive officer of MAA and authorizing officer, and shall preside over all meetings of the membership and Board of Directors. The President shall appoint all committee chairpersons. The President shall fix dates and agendas for the Annual Meeting and Board Meetings. The President shall be a non-voting ex-officio member of all committees except the Nominating Committee.

b. President-elect: The President-elect shall oversee preparation of the MAA Budget with the Treasurer, and shall assume the duties assigned by the President and shall perform the duties of the President in the absence of the President. If the office of President becomes vacant for any reason, the President-elect shall assume the responsibilities of the office for the un-expired term.
c. Treasurer: The Treasurer shall prepare an annual budget for MAA, and is responsible for all MAA financial transactions and records.
d. Secretary: The Secretary shall keep a written record of all meetings and events and be responsible for assuring the safety of all records, correspondence, membership rolls, mailing lists and bylaws. The Secretary is responsible for overseeing mailing of election ballots and tabulating results.
3. Directors
a. Western Museum Association Representative: The WMA Rep shall be the official representative of MAA to WMA and is required to attend at least one WMA meeting, preferably the WMA Annual Conference. Duties are in the MAA operations manual. The Representative must meet the requirements and perform the duties stated in the current Western Museum Association Bylaws.
b. Regional Directors will represent a geographic constituency. The President will assign duties to the Regional Directors and the NASMA representative.
c. Director of Professional Development: Director of Professional Development will be chair of the Professional Development Standing Committee for members and the Board liaison for the Annual Meeting Standing Committee.
d. Affiliate Representatives: Affiliate Representatives will represent the Affiliate Groups.
e. The officers shall prepare and submit a written report to the Membership at the Annual Business Meeting.

4. Committees
a. Executive Committee: Is comprised of the President, President-elect, Treasurer, Secretary, and Immediate Past President. The Executive Committee may meet between regularly scheduled Board meetings of the Board of Directors and act on behalf of the Board on any matter that requires attention except: filling Board vacancies.
b. Board Committees: Committees, as needed, may be created or dissolved by the President with approval of the Executive Committee.
c. Professional Interest Committees: A group of five or more individual MAA members may apply for the status of Professional Interest Committee (PIC) through the MAA Board of Directors. Such a group must identify a Chair who will be responsible for ongoing communication with the MAA Board of Directors. Applicants must include a brief mission statement, and why it will benefit MAA.

5. Employees: The Board of Directors may authorize the employment of salaried staff deemed necessary. This authority may be delegated, in whole or in part, to the executive director of MAA.

ARTICLE VI Amendments:

The bylaws MAA may be amended by the resolution of at least two-thirds of those present and eligible to vote at the Annual Business Meeting of MAA.
The proposed amendment shall be submitted to the membership at least thirty (30) days before the meeting at which the amendment is considered.
These bylaws may not be temporarily suspended at any meeting of the Association.

ARTICLE VII Termination of Existence:

The provisions for the distribution of assets on dissolution or final liquidation shall be to pay to the extent of MAA’s assets, the liabilities of the organization, and to dispose of the remaining assets of MAA to an Arizona organization(s), operated exclusively for educational or scientific purposes as that shall at the time qualify as an exempt organization(s) under section 501(c)3 of the Internal Revenue code (or corresponding provision of any future United States revenue law), as the Board of Directors shall determine.

ARTICLE VIII Indemnity:

All members of the Board of Directors and other such persons as the Board may designate shall be indemnified and held harmless from all claims made by third persons by reason of acts or omissions of the members or other designated persons done in the scope of the business of the Board.

Adopted: 1982
Amended: May 1, 1998
May 21, 2004
April 8, 2005