BRAHM By-Laws
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BYLAWS OF THE BLOWING ROCK ART AND HISTORY MUSEUM, INC.

 

ARTICLE  I. NAME

The name of the organization shall be The Blowing Rock Art and History Museum, Inc., a nonprofit 501(c) (3) organization, hereinafter called the Museum.

ARTICLE II. MISSION

The mission of the Blowing Rock Art and History Museum is to promote the visual arts, history and heritage of the mountains through educational programs, exhibitions and significant permanent collections.

ARTICLE III. MEMBERS

Section 1.   Any person, organization, institution or corporation interested in visual arts and the history of Blowing Rock and the surrounding regions may be accepted into a membership classification in accordance with categories designed by the Board of Trustees and upon payment of dues.

Section 2.   All memberships shall begin upon acceptance by the Museum and payment of proper dues and shall expire one year from the date the membership was accepted.

Section 3.   Any gifts of money, goods, and/or services shall be considered separate from membership dues.

Section 4.   Annual dues, determined by the Board of Trustees, shall be payable to the organization and used for operating funds.

ARTICLE IV.  MEETINGS

Section 1.   Ten percent of the members of the Museum shall constitute a quorum at regular or special meetings of the Museum.

Section 2.   The Annual Meeting of the Museum shall be held on or near June 1 at the museum. The exact time and date to be determined by the Board of Trustees. The Annual Meeting shall be held to elect the new trustees, receive reports of the officers/committees and conduct such other business as may be necessary.

Section 3.   Special meetings of the membership may be called by the president or any three trustees. Ten days written notice setting forth the designated place and purpose of the meeting shall be given to the membership.

Section 4.   The Board of Trustees shall meet at a time established by the Board or the Executive Committee. Special meetings of the Board may be called by the president.

ARTICLE V.  BOARD OF TRUSTEES

Section 1.   The Board of Trustees, hereinafter called the Board, shall be composed of not fewer than five members, and that number of members shall be fixed from time to time by the trustees serving in office.  These trustees shall be presented by the nominating committee for election at the Annual Meeting and will serve a term of three years.  No person shall be elected a trustee who is not a member of the Museum.

Section 2.   A person may be designated as a “Trustee Emeritus” who is elected to such position by the Board of Trustees.  A Trustee Emeritus shall be an ex-officio non-voting member of the Board of Trustees.

Section 3.   A trustee may be re-elected for a second three year term but may not serve for another term until one year has elapsed, except that if this trustee is serving as president.

Section 4.  Any vacancy on the Board of Trustees may be filled by a majority vote of the remaining members of the Board.

Section 5.   The Board shall have the power to conduct all affairs of the Museum.

Section 6.   A majority of the Board members present shall constitute a quorum at a regular or a special meeting of the Board.

 

 

ARTICLE  VI.  OFFICERS

Section 1.   The Museum officers shall be composed of president, at least one vice president, secretary, and treasurer.  The officers shall be members of the Museum and shall be elected annually by the Board of Trustees immediately following the Annual Meeting.

Section 2.   The duties of the officers are as follows:

  1. a. The president shall serve a term not to exceed two years and shall:

(1) have executive supervision over the activities of the Museum within the scope provided by these bylaws;

(2) report  on the activities of the Museum at the Annual Meeting and the Board Retreat;

(3) appoint the chairpersons of all committees except that of the nominating  committee;

(4) preside at all Board, Executive Committee and Annual Meetings of the      Museum.

b.    The secretary shall:

(1)   keep the minutes of meetings of the Board of Trustees and

Executive Committee;

(2) maintain a list (or roster) of Board  members;

(3) perform such other duties normally performed by a corporate secretary.

c.    The treasurer shall:

(1)  be responsible for the safekeeping of the Museum funds and for maintaining                                accurate financial records.  Monies shall be paid out by numbered checks                                             signed by one or more of the following: the president, the treasurer, the                                               Executive Director or the Business Manager. In the absence of the treasurer,                                             the president, the Executive Director or the Business Manager may sign tax                                       documents, forms, or contracts with the consent of the Executive Committee;

(2)  submit an annual financial report at the annual meeting.

Section 3.

  1. a. The Board of Trustees shall elect the officers of the Museum for a term of one year as presented by the Executive Committee;

  1. b. A vacancy in any office shall be filled by the Board of Trustees.

ARTICLE VII.  EXECUTIVE COMMITTEE

Section 1.   The Executive Committee shall be composed of no more than five officers, including the president, vice president(s), secretary, and treasurer.  The Executive Director shall be an ex-officio non-voting member.

Section 2.   The Executive Committee shall:

a.     represent and act for the Board in the intervals between meetings of that body.

Actions taken by the Executive Committee shall be fully recorded and reported to the

Board of Trustees at the next meeting;

b.     be called to a special meeting by the president or any three members;

  1. c. nominate Board Members to serve as officers of BRAHM;

  1. d. serve as the Compensation and Benefits Committee with the following responsibilities:
  • conduct an annual review of the Executive Director;
  • determine appropriate compensation level and benefits for the Executive Director;
  • provide guidance for the Executive Director in establishing appropriate compensation and benefits guidelines for the staff of the Museum;
  • report such decisions and activities to the Board at least once annually.

Section 3.   Four members shall constitute a quorum of the Executive Committee.

ARTICLE VIII.  COMMITTEES

Section 1.   The Museum shall have the following standing committees: finance, membership, educational programming, nominating and such other committees as recommended by the Board.

Section 2.   The finance committee shall be composed of the treasurer, the Business Manager, and others as appointed by the treasurer and it shall:

a.     approve and recommend the operating budget of the Museum annually to  the

Board;

b.     ensure that Museum funds be expended consistent with the annual budget;

c.     be responsible for managing the assets of the Museum within the guidelines

approved for a 501 (c) (3) organization;

d.     perform such other duties as directed by the Board.

Section 3.  The membership committee endeavors to retain current members and acquire new members and thus generate operating revenue.

Section 4.   The nominating committee of at least five Museum members shall be elected by the Board.  The report of this committee shall be presented to the members at the Annual Meeting. Nominations may be made from the floor at the time of the election provided that written consent of the nominee has been obtained.  Election shall be by voice vote.  If there is more than one name presented for any position, the election shall be by ballot. A majority vote of the members in attendance shall constitute an election.

ARTICLE IX.   AMENDMENTS

The trustees of the Corporation shall have power by a two-thirds vote of the trustees present at a duly constituted meeting of the trustees to make, alter, amend and rescind the Certificate of Incorporation and the bylaws of the Corporation, subject to approval of a two-thirds vote of the membership present at the next constituted meeting of the membership.

Originally adopted: November 21, 2000 Re-written as last amended

February 26, 2002, January 10, 2004, February 5, 2009

March 25, 2005, October 13, 2005,

June 15, 2006 and October 12, 2006 Re-written as amended February 9, 2012

May 10, 2007, February 5, 2009.

 

HOURS
Tues -Wed: 10 a.m. - 5 p.m., Thurs: 10 a.m. - 7 p.m., Fri - Sat: 10 a.m. - 5 p.m
CLOSED SUNDAY & MONDAY

ADMISSION
Adults: $ 8 | Children 5+, Students & Military: $5 | Groups (10+): $6

PO Box 828 | Blowing Rock, NC 28605 | p:(828) 295-9099 | f: (828) 295-9029
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