RECOMMENDED BY THE NEW YORK STATE MUSEUM, THE UNIVERSITY OF THE STATE OF NEW YORK/ THE STATE EDUCATION DEPARTMENT

ARTICLE I

Name

The name of this society shall be [official name of the society].

ARTICLE II

Purposes

The purposes of this society shall be:

[copy the corporate purposes exactly from the provisional charter petition, provisional charter, or absolute charter. Include any amended language.]
a.
b.
c.
d.
[etc.]

ARTICLE III

Membership

Membership shall be of five classes:

1. Individual active members - Any person interested in the purposes of the society shall be eligible.

2. Family members - Any family groups interested in the purposes of the society shall be eligible.

3. Institutional members - Any organization, board, school, or library interested in the objectives of the society shall be eligible.

4. Contributing and sustaining members - A person, group or firm offering special support to the objectives of the society shall be eligible.

5. Honorary members - Honorary membership may be conferred upon any person whose activities have contributed to the objectives of the society. Honorary members shall be elected by a three-fourths vote of members present at an annual meeting, upon nomination by the board of trustees.

ARTICLE IV

Annual Meeting

The annual meeting of the society shall be held during [specified month].

ARTICLE V

Officers and Board of Trustees

Section 1. The officers of the society shall be a president, a vice-president, and a secretary, who shall be elected for a term of one year; and a treasurer, and three trustees, who shall be elected for a term of three years.

Section 2. The officers and trustees shall constitute the board of trustees. Their number shall be not less than five nor more than twenty-five.

ARTICLE VI

Election of Officers and Board of Trustees

Section 1. All officers and trustees shall be elected by a plurality of votes cast by secret ballot at the annual meeting.

Section 2. Not less than two months prior to the annual meeting, the secretary of the society shall send to each member of the board of trustees a blank upon which such member may nominate one person for each office open to election. Nominations shall be returned not less than one month before the annual meeting. A committee on nominations, appointed by the president, shall select the candidates from a list of all nominees.

Section 3. Nominations may also be made by any member of the society at any time prior to balloting at the annual meeting. Any nomination made after the deliberation of the committee on nominations shall be added to the slate of candidates upon affirmative vote of a majority of members present at the annual meeting. A candidate for election shall be an individual active member.

Section 4. A person who has been elected to the board of trustees for two consecutive terms, or elected as president or vice-president for three consecutive terms, shall not be nominated to the same office unless one year elapses between the end of his or her last term and the beginning of the term for which he or she is nominated.

Section 5. Officers and trustees shall be installed at the close of the annual meeting at which they are elected and shall serve until their successors have been duly elected and installed. In the event of resignation or incapacity of any officer except the president, or any trustee, the vacancy may be filled by a vote of the board of trustees for the unexpired term of office.

ARTICLE VII

Distribution of Assets Upon Dissolution

In the event of dissolution of the society, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a State or local government for a public purpose.

ARTICLE VIII

Amendment

This constitution may be amended at any regular or special meeting by a two-thirds vote of those voting, provided notice was given at the previous meeting; or it may be amended at a special meeting called for that purpose, with previous notice and a two-thirds vote. All proposed amendments shall be submitted in writing.

RECOMMENDED BY THE NEW YORK STATE MUSEUM, THE UNIVERSITY OF THE STATE OF NEW YORK/ STATE EDUCATION DEPARTMENT

ARTICLE I

Name

The name of this museum shall be [official name of the museum].

ARTICLE II

Purposes

The purposes of this museum shall be:

[copy the corporate purposes exactly from the provisional charter petition, provisional charter, or absolute charter. Include any amended language.]
a.
b.
c.
d.
[etc.]

ARTICLE III

Trustees

The number of trustees constituting the board of trustees is to be not less than five nor more than twenty-five.

ARTICLE IV

Election of Trustees

The manner in which trustees are to be elected is as follows:

In accordance with procedures set forth in the by-laws, trustees shall be elected by a vote of two-thirds of the board of trustees.

If any trustee shall fail to attend three consecutive meetings without written excuse accepted by the trustees, he or she shall be deemed to have resigned. Vacancies shall be filled for the unexpired term by a two-thirds vote of the full board of trustees.

ARTICLE V

Appointment and Function of Museum Director

The Chief Executive and operating officer of the museum appointed by the trustees and serving at their pleasure shall be the Museum Director, whose duties shall be those as defined by the bylaws of the institution.

ARTICLE VI

Membership

Voting members of the institution shall be the trustees. Other classes of members, who shall be non-voting, may be established by the trustees.

ARTICLE VII

Distribution of Assets Upon Dissolution

In the event of dissolution of the museum, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a State or local government for a public purpose.

ARTICLE VIII

Amendments

These articles may be amended at any time by a two-thirds vote of the board of trustees then in office.

Version November 1998