Armenian Museum, Inc.

By-Laws

Article I Officers

Section 1 -  Election of Officers. The Board of Members shall elect a President, a Vice-President, a Secretary, and a Treasurer of the Museum. Each such officer shall be elected from among the eligible members at the Annual Meeting of the Board for a term of one year. Any vacancy in the above offices shall be filled by the Board of Members as soon as practicable.

Section 2 -  Removal. At any duly called meeting of the Board, any Officer of the Museum may, by a vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the board in the place of the Officer so removed, to serve until the next Annual Meeting of the Board.

Section 3 - President. The President shall be the presiding officer of the Board of Members with the power and duty to exercise general supervision over the affairs and operations of the Museum. He or she shall act as Chairman of and preside at all meetings of the Board and of the Executive Committee. He or she shall serve on all Regular and other committees, except the Nominating Committee, in addition to the appointed members. The President shall have such other powers and duties as may be designated by the Board.

Section 4 -  Vice-President. At the request of the President or in his or her absence or during his or her disability, the Vice-President shall perform the duties and exercise the functions of the President. He or she shall serve as Chairman of the Foundations Committee. The Vice-President shall have such other powers and duties as may be designated by the Board of Members or the President.

Section 5 -  Secretary. The Secretary shall be responsible for the keeping of Minutes of all meetings of the Board of Executives. He or she shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The Secretary shall be responsible for the custody of the records and of the seal or seals of the Museum. The Secretary shall have such other powers and duties as may be designated by the Board or the President.

Section 6 -  Treasurer. The Treasurer shall have supervision over the financial records of the Museum. The Treasurer shall provide the Board of Members at each of its regular meetings with a statement of the financial condition of the Museum. He or she shall serve as Chairman of the Finance Committee and shall have such other powers and duties as may be designated by the Board or the President.

Article II Membership

Section 1 - Purpose and Authorization. In order to provide a means of attracting interest in and support for the activities of the Museum, the Board of Members may establish from time to time one or more classes of membership as it deems fit, on such terms and conditions as the Board by resolution shall determine.

Article III Director

Section 1 -  Director. The Board of Members may appoint and employ a chief administrator of the Museum, designated as Director. The Director shall serve at the pleasure of the Board.

Section 2 -  Duties of Director. The Board of Members may delegate to the Director the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Director shall be the chief officer of the staff of the Museum, and shall appoint, supervise and, when necessary, discharge individuals who occupy staff positions authorized by the Board. The Director shall have such powers and duties as may be designated by the Board.

Article IV Amendments and Other Provisions

Section 1 -  Amendments. These Bylaws may be adopted, amended or repealed in whole or in part by the affirmative vote of a majority in number of the entire Board of Members, provided that at least [15] days before the meeting at which any amendment shall be voted upon, written notice of the proposed amendment shall be mailed to each member of the Board, together with a concise statement of the changes proposed to be made.

Section 2 -  Conduct of Meetings. Except as otherwise provided in these bylaws, by applicable law or by resolution of the Board of Members, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with Robert's Rules of Order, Revised, as amended from time to time.

Section 3 -  Financial Reporting. For financial reporting purposes the Museum shall report from [January 1st] to [December 31st] of each year.

Section 4 -  Indemnification. The Museum shall indemnify (a) any person made or threatened to be made a party to any action or proceeding by reason of the fact that such a person, or such person's testator or intestate, is or was a Member or Officer of the Museum and (b) any Member or Officer of the Museum who served any other corporation of any type or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, association, or entity in any capacity at the request of the Museum, in the manner and to the maximum extent permitted by the Not-for-Profit Corporation Law of California, as amended from time to time; and the Museum may, in the discretion of the Executive Committee, purchase and maintain insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law.
Section 5 -  Interested Members and Officers. Each Member and Officer of the Museum shall disclose in writing to the Executive Committee any conflict of interest which he believes may arise in connection with his service as an Officer or a Member of the Museum. No contract or other transaction between the Museum and any other corporation, firm, association, or other entity in which one or more of its Members or Officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Officer or Officers or Member or Members are present at the meeting of the Board or of a committee thereof, which authorizes such contract or transaction, or that their votes are counted for such purposes if the material facts as to such common directorship, officership, financial or other interest are disclosed in good faith or known to the Board or committee, and if the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Officer or Member.