As amended March 19, 2019
Incorporated February 1987
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 exists to build a vital museum community. We strengthen all of Arizona’s museums so they are recognized as essential to the fabric of their communities. We do this through professional development, advocacy, and the creation of networking opportunities across the state.
ARTICLE III Membership
1. Membership in the MAA is open to any person or group supporting its purposes. The membership structure, including dues, terms and benefits, is to be set by the Board.
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. Meetings and Quorums
a. An Annual Business Meeting will be held each Spring at a time and place of the Board’s choosing. A written notice shall be sent to each member at least 30 days in advance providing the time and location of the Meeting. The voting members present at that 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. 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, Vice President, Treasurer, Secretary; Regional Directors (representing geographic regions), At Large Directors, and the Immediate Past President. The election of officers, directors, and representatives shall take place at the Annual Meeting. There shall be an equal number of Regional Directors and At Large Directors to ensure an odd number of Board members.
2. Terms of Office: All Board members will serve for two years or until their successors are elected or appointed. No member shall hold more than one office at a time. No member shall be eligible to serve more than three (3) 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. A Board member may be removed from office as a result of an unexcused absence from two consecutive board meetings, or whenever in the Board’s judgment the best interests of the Association would be served. Removal shall be made by a recommendation from the Executive Committee to the full Board and an affirmative vote by a majority of the Board members.
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.
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. Vice President: The Vice President shall chair the Governance Committee. The Vice President 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 Vice President 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.
a. Regional Directors will represent a geographic constituency. The President will assign duties to the Regional Directors
b. The President may assign Directors to oversee specific projects or Committees.
c. Because of their historic relationship with MAA, one representative each from the Central Arizona Museum Association (CAMA) and the Tucson Association of Museums (TAM) may serve as ex officio members of the Board.
a. Executive Committee: the President, Vice President, Treasurer, Secretary, and
Immediate Past President comprise the Executive Committee. The Executive
Committee may meet between regularly scheduled meetings of the Board of Directors
and act on behalf of the Board on any matter that requires attention except filling Board
b. Board Committees: Committees, as needed, may be created or dissolved by the
President with approval of the Executive Committee
c. A group of five or more individual MAA members may apply for the status of Affinity Group 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
1. The MAA bylaws 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.
2. The proposed amendment shall be submitted to the membership at least thirty (30) days before the meeting at which the amendment is considered.
3. 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.
May 1, 1998
May 21, 2004
April 8, 2005
May 15, 2009
April 19, 2012
May 1, 2015
March 18, 2019