Section 1 - This Corporation is and shall be known as Armenian Museum, hereinafter referred to as the "Museum."
Section 1 - Purposes. The purposes of the Museum as set forth in its constitution are exclusively educational in nature, to wit:
This museum shall be a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purpose of this corporation is to promote the progression, preservation and study of Armenian History, Culture, Literature, Arts & Crafts, Music & Armenian Language.
This Corporation is organized and operated exclusively for the educational purposes within the meaning of Section 501(c)(3), Internal Revenue Code. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Section 2 - Nonprofit Policy. The Museum shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in its constitution, as the same may from time to time be amended.
Section 1 - The Membership of the Museum shall consist of 9 Classes including Honorary Members, Lifetime Members, Senior Members, Junior Members, Corporate Members, Associate Members, Active Members, Community Members, and Student Members and shall be known as the Board of Members, hereinafter referred to as the "Board."
Section 2 - Honorary Membership shall be conferred upon persons who, in the unanimous opinion of the Committee on Honors and Awards and the Executive Committee, have made a distinguished contribution, which warrants exceptional recognition, to the advancement of the Armenian Museum through donated cash, property or service to the Museum.
Section 3 - Lifetime Membership may be conferred on persons who have voluntarily rendered exceptionally meritorious cash, property or service to the Museum which, in the unanimous opinion of the Executive Committee, warrants recognition.
Section 4 - To be eligible for Senior Membership, an applicant must maintain Junior Member status for a minimum term of three (3) consecutive years. The Executive Committee shall have the authority to waive the years of membership requirements for transfer to Senior Membership in case of an unusual circumstance.
Section 5 - To be eligible for Active Membership, an applicant must pay the Active Membership dues annually.
Section 6 - To be eligible for Community Membership, an applicant must pay the Community Membership dues annually and must be over the age of twenty one (21). All Community Membership applicants over the age of sixty five (65) are eligible for Community Seniors Membership with valid identification. The annual dues of a Community Seniors Member shall be no more than one-half those of a Community Member.
Section 7 - To be eligible for Student Membership, an applicant must pay the Student Membership dues annually and must be under the age of eighteen (18) or must be a graduate or undergraduate student in good standing at a recognized university or college with valid identification.
Section 8 - Lifetime Members and Senior Members shall enjoy all privileges of the Museum. They shall be eligible to hold any office including Chairman of the Executive Committee. They shall be eligible to vote on all matters submitted to the membership, to voice their opinion on all matters submitted to the membership, to petition the Board or the Executive Committee on any matter, to sponsor applicants for membership, and to publish their affiliation with the Museum.
Section 9 - Honorary Members, Junior Members, and Corporate Members shall enjoy all privileges of the Museum. With exception to Chairman of the Board of Executives, they shall be eligible to hold any office, to vote on all matters submitted to the membership, to voice their opinion on all matters submitted to the membership, to petition the Board or the Executive Committee on any matter, to sponsor applicants for membership, and to publish their affiliation with the Museum, clearly indicating their grade of membership.
Section 10 - Associate Members and Active Members shall enjoy all privileges of the Museum. They shall not be eligible to hold any office. They shall be entitled to attend the meetings of the Museum, to vote on all matters submitted to the membership, to voice their opinion on all matters submitted to the membership, to petition the Board or the Executive Committee on any matter, to sponsor applicants for membership, and to publish their affiliation with the Museum, clearly indicating their grade of membership.
Section 11 - Community Members and Student Members shall enjoy all privileges of the Museum. They shall not be eligible to hold any office. They shall not be eligible to vote on all matters submitted to the membership. They shall be entitled to attend the meetings of the Museum, to voice their opinion on all matters submitted to the membership, to petition the Board or the Executive Committee on any matter, to receive its journals, and to purchase its publications on the same terms as Active Members, and in publishing their affiliation with the Museum shall clearly indicate their grade of membership.
Code of Ethics
Section 1 - Membership of any class shall be contingent upon conformance with the established principles of professional ethics.
Election, Resignation, and Expulsion of Members
Section 1 - The method of selection to the various grades of membership shall be as set forth in the Bylaws.
Section 2 - Any member in good standing may resign from the Museum at any time as set forth in the Bylaws.
Section 3 - Any member may, for the good of the Museum, be suspended or expelled from the Museum at any time as set forth in the Bylaws.
The Executive Committee
Section 1 - Election and Powers. The Executive Committee of the Board of the Museum shall have custody, control and direction of the Museum, its collections, property and other assets. Officers shall be elected at each Annual Meeting of the Board, and each Officer shall serve until his or her successor is elected and qualified, unless his or her Executiveship be theretofore vacated by resignation, death, removal, or otherwise.
Section 2 - Number. The number of Officers constituting the entire Executive Committee shall be not less than one (1) nor more than twenty-five (25), and shall be fixed by resolution of the Board. The Executive Committee, by a two-thirds (2/3) vote of all members of the Board, may resolve to increase or decrease the number of Officers to the extent permitted in the Charter of the Museum, provided that no decrease shall shorten the term of any incumbent Officer.
Section 3 - Vacancies. In case of any vacancy in the Executive Committee, a majority of the remaining Officers may elect a successor to fill the unexpired term, and to serve until his or her successor shall have been duly elected and qualified. In the event of increase in the number of Members, additional Officers may be elected to terms of one, two, or three years as may be necessary to maintain equality in numbers among the classes of Members. Additional Officers so elected shall serve until their successors shall have been duly elected and qualified.
Section 4 - Absences. If any Officer shall fail to attend three (3) consecutive meetings of the Committee without excuse accepted as satisfactory by the Board, such Officer shall be deemed to have resigned and the vacancy shall be filled.
Section 5 - Removal. At any duly called meeting of the Board, any Officer may, by vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board to fill the unexpired term of the Officer so removed.
Section 6 - Meetings. The Annual Meeting of the Board of Members shall be held in [specified month] of each year on such date and at such time and place as may be fixed by the Executive Committee and named in the notice. Regular Meetings of the Board of Members shall be held at such times as the board may, from time to time, determine. Special Meetings of the Executive Committee shall be held at any time, on call by the President of the Executive Committee, or by the Secretary on the request in writing of any three (3) members of the Executive Committee.
Section 7 - Agenda for Regular Meetings. The agenda or order of business for each Regular meeting shall include the following:
(a) Call to order
(b) Roll Call
(c) Approval of Minutes
(d) Financial report
(e) Reports of Regular Committees
(f) Reports of any other Committees
(g) Report of the Director
(h) Old business
(i) New business
Section 8 - Notice of Meetings. Notice of the time and place of every meeting of the Board shall be mailed not less than ten (10) nor more than twenty (20) days before the meeting, to each Member at his or her address as set forth in the records of the Museum.
Section 9 - Waiver of Notice. Notice of a meeting need not be given to any Member who submits a signed written waiver thereof, whether before or after the meeting, nor to any Member who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 10 - Quorum. A majority of the entire Board of Members shall constitute a quorum at any meeting of the Board, and except as otherwise provided by law or herein, a majority in number of such quorum shall decide any question that may come before the meeting. A majority of the Members present at any regular or special meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 11 - Action Without a Meeting. Any action required or permitted to be taken by the Board of Members and/or the Executive Committee or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board of Members or the committee.
Section 12 - Personal Attendance by Conference Communication Equipment. Any one or more members of the Board and/or the Executive Committee or any committee thereof may participate in a meeting of such Board or committee, with the consent of all the members of such Board or committee present in person at such meeting, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 13 - Executive Committee. The Board of Members shall, by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, to consist of  Officers, including the President, Vice-President, Secretary, Treasurer, and other members of the Board as the Board shall determine upon recommendation by the President. The President shall be the Chairman of the Executive Committee. The Executive Committee shall have and may exercise between the meetings of the Board of Members all the authority of the Board of Members, except that the Executive Committee shall have no authority as to those matters proscribed under any provision of applicable law. The Executive Committee shall review, at least annually, the performance and effectiveness of the Director, and shall recommend the compensation and benefits of the Director. The Executive Committee shall report all its actions to the next meeting of the Board. Any reference in these Bylaws to the Board of Members shall include the Executive Committee unless the context or express provision otherwise provides.
Section 14 - Regular Committees. As soon as practicable each year following the Annual Meeting of the Board of Members and upon the recommendation of the President, the Board shall appoint the following Regular Committees, each of which shall consist of at least  Officer and shall have the authority to carry out its purposes as set forth in this Section. In making these appointments, the Board shall designate the Chairman of each committee other than the Finance Committee.
(a) Foundations Committee. There shall be a Foundations Committee which shall be publicly known as “Armenian Museum Foundation.” This Committee shall recommend policy for acquisitions to the collections, either by purchase or gift, and shall carry out a continuing review of all acquisition programs. This Committee shall also be responsible to the Board for policies relating to preservation, deaccessioning and other disposition of the collections.
(b) Community Relations Committee. There shall be a Community Relations Committee which shall recommend policy for the community relations, public relations, membership programs, and development activities of the Museum.
(c) Education Committee. There shall be an Education Committee which shall recommend policy for all educational and group activities provided for the public.
(d) Finance Committee. There shall be a Finance Committee which shall recommend policy and be responsible for the supervision and direction of the care and custody of all assets of the Museum. The Finance Committee shall advise the Director in the preparation of the budget for the calendar year which shall be presented annually to the Board of Executives for adoption. The Finance Committee shall review with the Director and the independent public accountants then serving the Museum audit policies and the proposed annual audit report to be submitted to the Board. The Treasurer shall serve as Chairman of the Finance Committee.
(e) Nominating Committee. There shall be a Nominating Committee which shall recommend a slate of eligible members for election to the Executive Committee Offices at the Annual Meeting of the Board of Members. Nominations shall be mailed to each member of the Board of Executives at least fifteen (15) days prior to the Annual Meeting of the Board. The Nominating Committee shall also recommend to the Board persons to fill vacancies as soon as practicable after they may occur. The Nominating Committee may also propose to the Board persons for election as Honorary Officers. The President shall not serve on the Nominating Committee.
(f) Personnel Committee. There shall be it Personnel Committee which shall recommend policies relating to the recruitment, compensation, benefits, and retention of Museum employees, other than the Director, and all employee policies and programs.
(g) House and Grounds Committee. There shall be a House and Grounds Committee which shall recommend policies for the maintenance, repair, and occupancy of the physical facilities and grounds of the Museum.
Section 15 - Other Committees. The President, with the approval of the Board, may designate additional committees, each of which shall consist of at least one  Officer and may include other persons who need not be Officers. Each such committee shall have such authority and shall serve for such time as provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 13 or on any regular Committee by Section 14 of this Article.