The Bylaws of the Museum Education Roundtable

The considerable work of maintaining an evergreen organization continued through summer and into fall 2000 as the Roundtable's Board of Directors completed a revision of the Bylaws, only the third time in 30 years that the founding documents of the association have been amended. In 1998, the Board adopted a mission statement:

Museum Education Roundtable is a non-profit membership organization dedicated to promoting the role of museums and other cultural institutions as primary resources for life-long learning. MER fulfills its mission by providing leadership in professional development for a broad and diverse audience of museum practitioners and educators ultimately to benefit communities of learners.

Since that time, MER's officers, committees, and members have completed a long-range plan, identified focal areas and strategic activities, and devised a support structure to match their vision for the future. These milestones were accomplished most notably by MER members Barbara Butler, who directed long-term planning; strategic planners Suzanne Guardia, Meg McCarthy, and A.T. Stephens. President Ex-Officio Joanne Hirsch, with the expertise of Ellen Goldman, a business volunteer, coordinated the entire process.

Bylaws: Table of Contents

ARTICLE I: Name, Offices, and Purpose

1.1: Name
1.2: Corporate Offices
1.3: Purpose

ARTICLE II: Members and Subscribers

2.1: Members
2.2: Entitlements
2.3: Annual Meeting
2.4: Termination or Suspension of Membership
2.5: Subscribers

ARTICLE III: Board of Directors

3.1: General Powers
3.2: Number, Tenure, and Authority
3.3: Election and Term of Office
3.4: Nomination of Directors
3.5: Responsibilities
3.6: Vacancies
3.7: Regular Meetings of the Board of Directors
3.8: Manner of Acting
3.9: Special Meetings of the Board and Notice
3.10: Meetings by Telephone, Teleconference or other Electronic Means
3.11: Action without a Meeting

ARTICLE IV: Officers and Agents

4.1: Election, Number, and Term of Office
4.2: General Powers and Authority
4.3: Ex-Officio Members and Terms of Office
4.4: Removal

ARTICLE V: Committees of the Board

5.1: Designation of Standing Committees
5.2: Committee Chairs
5.3: Committee Meetings

ARTICLE VI: Task Forces

ARTICLE VII: Designated Drivers

ARTICLE VIII: Indemnification

ARTICLE IX: Miscellaneous

9.1: Books and Minutes
9.2: Fiscal Year and Financial Review
9.3: Designated Contributions
9.4: Adoption of Bylaws
9.5: Alteration or additions
9.6: Dissolution
9.7: Severability

ARTICLE I: Name, Offices, and Purpose (back)

Section 1.1: Name (back)

The name of this organization shall be Museum Education Roundtable.

Section 1.2: Corporate Offices (back)

The principal office of the organization (hereinafter MER) shall be located within Washington, D.C., incorporated under the laws of the District of Columbia and governed by an elected Board of Directors who may establish other offices as the affairs of the organization may require.

Section 1.3: Purpose (back)

Museum Education Roundtable (hereinafter MER) is a nonprofit membership organization dedicated to promoting the role of museums and other cultural institutions as primary resources for lifelong learning. MER fulfills its mission by providing leadership in professional development for a broad and diverse audience of museum practitioners and educators ultimately to benefit communities of learners (adopted by the Board September 24, 1998).

ARTICLE II: Members and Subscribers (back)

Section 2.1: Members (back)

The membership, originally those persons designated at the incorporators' meeting, shall be open to all individuals and institutions regardless of affiliation or profession upon the payment of annual dues. Categories of membership, dues, and fees shall be fixed by the Board.

Section 2.2: Entitlements (back)

Members are entitled to nominate and vote for a governing Board, to serve on the organization's Committees and Task Forces, or to serve as Designated Drivers, to receive subscriptions and discounts on its publications, to attend programs free of charge or by reduced admissions, and to all other benefits established for the organization's members.

Section 2.3: Annual Meeting (back)

A members' meeting shall be conducted annually by the Board as required Section 29-1015 of the District of Columbia Code.

Section 2.4: Termination or Suspension of Membership (back)

Members may resign membership by notifying the Board or its designee or upon failure to pay dues.

Section 2.5: Subscribers (back)

Subscribers shall be those individuals or institutions that subscribe to publications of the organization as their exclusive entitlement for a fee fixed by the Board or its designees.

ARTICLE III: Board of Directors (back)

Section 3.1: General Powers (back)

The business and affairs of the organization shall be conducted under the direction of an elected Board of Directors. The control and disposal of the organization's properties and assets shall be vested in its Board, except as otherwise provided in the District of Columbia's Nonprofit Organization Act, the organization's Articles of Incorporation or these Bylaws. The Board shall elect a President and Treasurer to serve as Officers of the organization as required by the District of Columbia (SEE Article IV).

Section 3.2: Number, Tenure, and Authority (back)

The organization shall have at least nine (9) Directors, and no more than seventeen (17) Directors, each elected for a three-year term by a majority of the members voting in any election. Directors shall be vested with the power of the organization itself, including the power to determine its policies, to prosecute its purposes, to appoint or hire and compensate employees and agents, to establish the budget, to disburse funds and assets in pursuit of its goals, and to adopt such rules and regulations for the conduct of its business, responsibility, and authority as shall be advisable, insofar as such regulations are not inconsistent with or repugnant to the Articles of Incorporation or Bylaws in their present form or as amended or to any applicable law.

Section 3.3: Election and Term of Office (back)

Directors shall be elected by a majority of members voting in any election for a term of three (3) years commencing on October 1. Terms shall be staggered, so that approximately one-third of the Board shall be elected each year. Directors shall be eligible to serve two (2) consecutive terms. At the conclusion of an elected term, Directors shall serve as ex-officio members of the Board for three months. Directors may be nominated again after an absence of one (1) year.

Section 3.4: Nomination of Directors (back)

Nominations shall be solicited from the membership by the Governance Committee and such nominations must be received according to deadlines established by the Board. A Nominations Task Forces or designee shall, after considering the recommendations of the membership or of any other persons, present a slate of nominees to the membership. Ballots shall be distributed to all eligible members and received to be counted by an agent designated by the Board. Announcement to the membership of new Directors will take place three (3) days prior to the first meeting of the Board in the new fiscal year.

Section 3.5: Responsibilities (back)

Directors shall take a leadership role in furthering MER's mission, visibility, and service to the field. Directors shall serve as Officers of the organization or members of Standing Committees or Task Forces designated by the Board. . Directors shall actively recruit new members. Directors shall maintain an individual membership in the organization.

Section 3.6: Vacancies (back)

Any Director may resign at any time by giving written notice to the President of the organization. Such resignation shall take effect at the time specified therein or, if not specified, upon receipt and acceptance of such resignation. Any vacancy occurring in the Board for any reason may be filled by the affirmative vote of a majority at a meeting of the remaining Directors. A Director appointed to fill a vacancy shall serve for the remaining term of his or her predecessor or until a successor is elected by the membership. Directors may be removed from the Board by a two-thirds majority vote of the Board for a violation of the Bylaws, for engaging in conduct prejudicial to the interests of the organization, for failing to meet the responsibilities of an elected office or obligation, or for three consecutive absences from meetings of the Board. Such removal may occur only if the Director involved is provided written notice and permitted time and the means to reply.

Section 3.7: Regular Meetings of the Board of Directors (back)

The Board shall meet at least three times each year at the time and place determined by the Board for the purpose of electing Officers and the transaction of such other business. Any other meetings of the Directors shall be provided by resolution of the majority specifying the time and place for the holding of such additional meetings.

Section 3.8: Manner of Acting (back)

The decision of a majority of the Directors at a meeting of the Board shall be the act of the Board. Each Director shall be entitled to one (1) vote. Voting by proxy shall not be permitted. A majority of the Directors present shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote of the Directors at their next meeting, in conformance with quorum requirements.

Section 3.9: Special Meetings of the Board and Notice (back)

The Board shall meet when called by the Executive Committee upon reasonable notice, which need not be written; when requested by four or more Directors; or when demanded for any purpose by one third (1/3) of the voting membership. The President shall fix the place and time for holding any special meeting. Notice stating purpose, place, day and hour of the meeting shall be given to each Director at his or her last known business or home address at least ten (10) days prior thereto by mail, personal delivery, telephone, or by other electronic means. The method of notice need not be the same to each Director. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid. If sent by facsimile machine, or other electronic means, such notice shall be deemed given when the facsimile or electronic message prints or acknowledges that the transmission was successfully executed.

Section 3.10: Meetings by Telephone, Teleconference or other Electronic Means (back)

Directors of the Board or any committee may participate in a meeting of the Board or committee by conference telephone or similar means by which all persons participating can hear and/or communicate with each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 3.11: Action without a Meeting (back)

Any vote or decision required or permitted by the Board's Directors, Officers, or Standing Committees may be taken without a meeting if the action to be taken is presented to the President for endorsement by a majority of the Directors or committee members entitled to act in such regard. Such consent, which may be endorsed in counterparts, shall have the same force and effect as a majority vote of the Directors or committee members.

ARTICLE IV: Officers and Agents (back)

Section 4.1: Election, Number, and Term of Office (back)

The Board shall elect three (3) Officers from a slate drawn from the current or incoming Directors of the organization-President,Treasurer, Secretary and any other Officers the Board deems appropriate or desirable by themselves or the laws of the District of Columbia. The Officers shall serve at the pleasure of the Board, and shall be elected, removed, or replaced by a majority of votes cast at any meeting by the Board. Their terms of office will coincide with the organization's fiscal year, from October 1 through September 30.

Section 4.2: General Powers and Authority (back)

The Officers of the organization shall have the authority and shall exercise the powers and perform the duties specified by the Board or these Bylaws, or as required by applicable laws or subsidiary obligations.

Section 4.2.1: President of the Board (back)

At its annual organization meeting, the Directors shall elect, from among those who are, or are to be Directors of the organization, a President of the Board who shall preside at all regular and special meetings of the Board. The President shall appoint Standing Chairs, Task Force members, Designated Drivers, or other designees necessary to fulfill the purposes of the organization and for the transaction of business. The President shall oversee the work of Standing Committees, Task Forces, and Designated Drivers. The President shall report to the membership on the activities of the organization during the preceding year, and shall generally perform all other duties incident to the office, required by the Bylaws or as assigned by the Board. The President shall serve as an ex-officio member of all Standing Committees.

Section 4.2.2: Vice President (back)

The President may propose a Vice President, from among current or incoming Directors, who shall assist the President as may be required to successfully meet the responsibilities of executive leadership. The Vice President shall have such other functions as the President or Board may assign from time to time. In addition to the foregoing, the Vice President shall possess the powers and perform the duties incumbent upon the President during his or her absence or disability.

Section 4.2.3: Treasurer (back)

The Treasurer shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of the organization, including the following duties and responsibilities:

develop and review the fiscal policies of the organization.
ensure that income, interest, and accruals are deposited in such financial institutions as are approved by the Board, and that authorized disbursements are made therefrom.
render financial reports of the organization, showing all receipts and expenditures for the current year, at each meeting of the Board or whenever requested by the President, accountants, or funders. Prepare biannual "Financial State of the Organization" reports, to be presented at the first meeting of the fiscal year and midway through the fiscal year.
draft the annual budget for the Executive Committee's review and produce the final budget submitted to the Board for approval at the Annual Retreat.
ensure that the organization complies with local and federal incorporation and tax obligations and filings.
post deposits, pay bills, and maintain financial records, balance sheets, budgets, and related reports.
supervise the Office Manager in carrying out financial obligations.

Section 4.2.4: Secretary (back)

The Secretary shall have all powers and perform all duties commonly incident to and vested in the office of the secretary of the organization, including the following duties and responsibilities:

attend all meetings of the Board and Executive Committee, and shall be responsible for taking minutes, keeping records, and distributing proceedings of all such meetings.
ensure that all notices are given in accordance with the Bylaws.
appoint a substitute for the purpose of taking minutes for any meeting he or she cannot attend.

Section 4.3: Ex-Officio Members and Terms of Office (back)

The outgoing President of the Board will become an ex-officio member of the Board for a period of one (1) year upon the expiration of that person's term of office. Exiting Board members serve in ex-officio positions for three months following their terms and attend the first Board meeting of the new fiscal year. The Editor-in-Chief of the Journal of Museum Education shall serve as an ex-officio member of the Board.

Section 4.4: Removal (back)

An Officer may be removed by the Board whenever, in its judgment, the best interest of the organization shall be served thereby. The Board shall take such action without prejudice as to the contract rights and on the basis of reasonable and consistent criteria. Election or appointment of an Officer or agent shall not in itself create contract rights.

ARTICLE V: Committees of the Board (back)

Section 5.1: Designation of Standing Committees (back)

The Board shall designate Standing Committees to execute the business of the organization, which is to be determined by the Board at the beginning of each fiscal year. Accordingly, each may exercise the authority granted to it by the Board's enabling resolution. A Standing Committee shall report and communicate as determined by the Board, and shall fix and establish its own rules of procedure and shall meet as provided by such rules.

Section 5.1.1: Executive Committee (back)

The Executive Committee, comprising the Officers elected by the Board. Job Descriptions of Executive Committee, assists the Board in overseeing the management of the organization and the progress of Standing Committees, Task Forces and Designated Drivers.

The Committee shall:

take action in emergency situations where it is not possible to convene a quorum of the Board.
draft and forward policy recommendations regarding the Board's responsibilities to ensure high levels of executive management performance.
develop meeting agendas consistent with the Board's annual goals, objectives, and work plans.
at such time as an Executive Director is in place, direct the appraisal process: establish annual performance objectives; assess executive performance; recommend employment, retention, and/or the termination of contracted service; and determine compensation consistent with the results of the annual evaluation. The Committee undertakes these activities and makes recommendations to the Board for action.

Section 5.1.2: Finance Committee (back)

The Finance Committee shall assist the Board in maintaining and improving the financial integrity of the organization. It may draft and forward policy recommendations regarding the Board's responsibility to ensure the organization's financial health and recommend corrective actions when necessary to maintain compliance with the budget, funding of its services, and solvency for its stated purposes.

The Committee shall:

recommend an annual budget to achieve Board-formulated financial objectives, key goals, and vision.
allocate and monitor the spending of Standing Committees, Task Forces, Designated Drivers, and subsidiary ventures against approved budgets.
report as requested to the Board on the organization's financial status.
develop and monitor financial performance indicators and associated standards for regular review, presenting analyses when such indicators meet or exceed established thresholds or otherwise warrant attention and action by the Board.
pursue external sources of funding, and direct grant writing and development functions of the Board.
direct and review the organization's long-range financial plan.
facilitate an annual or periodic financial review by an independent party on a schedule determined by the Board.
analyze, recommend and, if approved, oversee capital expenditures of the organization and its subsidiaries.
review recommendations that management (executive director or office manager) has forwarded to the Board dealing with finances.

Section 5.1.3: Governance Committee (back)

The Governance Committee shall assist the Board in fulfilling its ultimate responsibility of managing and safeguarding the assets and services entrusted to the Board by the membership. The Committee recommends and monitors the performance and effectiveness of individuals and the Board as a whole as it fulfills its routine and long-term obligations. The Chair of the Governance Committee shall chair and designate a Nominations Task Force, which shall be responsible for proposing individuals for election as Directors in accordance with the numbers of Directors established by the Board. In the event of vacancies between elections, the Nominations Task Force proposes replacement Directors.

In addition, the Committee shall:

draft recommendations regarding the Board's responsibility for its effective and efficient functioning.
make proposals to the Board regarding its structure and annual work plans.
designate Task Forces and Designated Drivers on an annual basis, assigning goals to be achieved by each.
plan Board education, including new Director orientation and retreats.
develop actual and ideal Board composition profiles.
monitor diversity in Board recruitment and representation in publications and programs.
direct the nomination and election of the organization's governing Board and Officers.
evaluate member performance and forward recommendations to the Board regarding term renewal.
arrange, oversee, and analyze the results of the governance assessment process.

Section 5.1.4: Planning Committee (back)

The Planning Committee assists the Board in determining future directions that the organization and its subsidiaries will take in order to fulfill the mission and vision.

The Committee will:

draft and forward policy recommendations regarding the Board's responsibility for strategic direction, both short- and long-term.
review recommendations from management (executive director or office manager) dealing with strategies, goals, and the vision.
review the organization's strategic plan, making recommendations to the Board regarding the extent to which the plan is aligned with Board-formulated key goals and the vision, and presenting the strategic plan to the Board for review, revision, approval, or rejection.
ensure that the organization's strategic plan reflects the needs and concerns of stakeholders.
monitor implementation of the Board-approved strategic plan, and assess the degree to which the system achieves its key goals.

Section 5.2: Committee Chairs (back)

The President, with the approval of the Board, shall appoint Chairs of Standing Committees for the ensuing year at or within a reasonable time after the organizing annual meeting or retreat of the Board. Committee Chairs shall be appointed from among members of the Board.

Section 5.3: Committee Meetings (back)

Meetings of Standing Committees of the Board may be called by the chairs of the Committees thereof or by any two (2) members of the committee. At all meetings of any committee, a majority of the members of the committee shall constitute a quorum for the transaction of business. The act of a majority of members present at any meeting thereof at which there is a quorum shall be the act of the committee, except as may be otherwise specifically provided for by these Bylaws.

ARTICLE VI: Task Forces (back)

The Board shall specify Task Forces at the beginning of each year to accomplish short-term, finite goals. Unless renewed by the Board, a Task Force shall cease to exist at the end of the fiscal year or upon the successful attainment of objectives. Task Force activities will be monitored by the President, who shall determine how often and in what manner the work and progress of each Task Force will be assessed. Each Task Force shall update the President on the group's activities, seek guidance of Board Officers or designees, collaborate with Standing Committees and other Task Forces as appropriate, and account for spending toward its objectives.

A Task Force shall:

plan and implement activities as designated by the Board.
monitor progress and report to the Planning Committee Chair as determined by the President.
account for spending and report to the Finance Committee.
evaluate success and make recommendations to the Board.

ARTICLE VII: Designated Drivers (back)

The Board shall appoint individuals, contractors, or other designees to assist the Board in executing specific objectives of the organization as determined by the Board. Accordingly, each Designated Driver will exercise the authority granted to it by the Board's Governance or Executive Committees. Unless renewed by the Board, assignments of Designated Drivers will cease at the end of the fiscal year or upon the successful attainment of objectives. Activities of Designated Drivers shall be monitored by the President, who shall determine how often and in what manner the work and progress of each will be assessed. Designated Drivers will update the President on activities, seek guidance of Board Officers or designees, collaborate with Standing Committees or Task Forces as appropriate, and account for spending toward objectives.

A Designated Driver shall:

plan and implement activities as designated by the Board.
monitor progress and report as determined by the President.
account for spending and report to the Finance Committee.
evaluate success and make recommendations to the Board.

ARTICLE VIII: Indemnification (back)

Museum Education Roundtable shall indemnify each of its Directors and Officers from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees, actually and necessarily incurred or imposed as a result of any action or proceeding or any appeal therein imposed upon or asserted against him or her by reason of being or having been such a Director or Officer and acting within the scope of his or her official duties, but only when the determination shall have been made that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of MER and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if MER shall be advised by its Board of Director's action (1) by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that or, (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of legal counsel, that the Director or Officer has not met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board, it may rely, as to all questions of law, on the advice of independent legal counsel.

Every reference herein to a member of the Board or Officer of the organization shall include every Director and Officer thereof and every former Director and Officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights which any Director or Officer of MER might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE IX: Miscellaneous (back)

Section 9.1: Books and Minutes (back)

The organization shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Board and Committees. All books and records of the organization may be inspected by any Director or his or her accredited agent or attorney for any proper purpose at any reasonable time, and by such members who may have voting rights.

Section 9.2: Fiscal Year and Financial Review (back)

The fiscal year of the organization shall be October 1 through September 30 inclusive. The financial transactions of the organization shall be reviewed by an independent party on a schedule determined by the Board.

Section 9.3: Designated Contributions (back)

The Officers of the organization may accept on its behalf, in accordance with policies and procedures set by the Board, any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the organization's Articles of Incorporation.

Section 9.4: Adoption of Bylaws (back)

A majority of votes cast by the membership shall be required to adopt the Bylaws. Notice shall be made thirty (30) days prior to any action by the Board or vote by the membership.

Section 9.5: Alteration or additions (back)

Any member of the organization may propose an alteration or addition to the Bylaws at any time. Such amendments or alterations shall be reviewed by the Board and submitted for approval by the membership in accordance with Section 9.4 of these Bylaws.

Section 9.6: Dissolution (back)

On dissolution of the organization, all of its net assets shall be paid over or transferred to one or more exempt organization of the kind described in Internal Revenue Code Section 501(c)(3). The organization to receive such property shall be designated by the Board. Any assets not so disposed of shall be disposed of by the District of Columbia exclusively for one or more exempt purposes within the meaning of the Internal Revenue Code Section 501(c)(3), or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 9.7: Severability (back)

The invalidity of any provision of these Bylaws shall not affect the other provisions thereof, and in such event these Bylaws shall be construed in all respects as if such invalid provisions were omitted.

Bylaws adopted by the Board of Directors on August 19, 2000, pending approval by the membership.

Museum Education Roundtable, P.O. Box 15727, Washington, D.C. 20003
info@mer-online.org, tel: 202.547.8378, fax 202.547.8344

Date Last Modified: 1/18/2006