Bylaws

DUBOIS MUSEUM ASSOCIATION
BY-LAWS

Article I. Name

The name of this organization shall be the Dubois Museum Association. The Dubois Museum Association is an unincorporated nonprofit association subject to the Wyoming Unincorporated Nonprofit Association Act (W.S. 17-22).

Article II. Purpose

Section A. The purpose of the Dubois Museum Association shall be to seek to maintain the presence of the Dubois Museum in the Town of Dubois and it may provide program and financial support to and serve as advocates for the Dubois Museum.

Section B. In addition, it shall be the purpose of the Dubois Museum Association to focus public attention on Dubois Museum services, facilities and needs, thereby stimulating increased usage and enhancement of Dubois Museum resources and services.

Section C. It is recognized that the administration of the Dubois Museum is vested in Fremont County, through the Fremont County Museums Board, and the Dubois Museum Site Manager.

Section D. The Dubois Museum Association is an independent entity with no direct obligations to the Fremont County Museums Board or Fremont County.

Article III. Membership

Section A. Membership in the Dubois Museum Association shall be open to all individuals, organizations, and businesses in sympathy with its purposes. Any interested person or organization becomes a member of the Association upon registration and payment of membership dues.

Section B. A member in good standing (i.e., current membership dues paid) will be entitled to one vote at any meeting of the membership. A record of members shall be kept by the Secretary.

Section C. The Board of Directors may establish various categories of membership.
Section D. Members will also be entitled to receive periodic mailings of the Association.

Article IV. Board of Directors; Officers; and Committees

Section A. Board of Directors. The Board of Directors shall be the governing body of this Association and shall administer all funds of the Association. The Board of Directors of the Dubois Museum Association shall be composed of no fewer than five and no more than seven Directors, with staggered three-year terms, plus the Dubois Museum Site Manager, without vote, ex officio. The Directors shall serve without compensation. The terms of three of the elected Directors shall expire each year at the annual meeting of the membership. Directors shall be elected at the annual meeting of the membership from among members duly nominated by the Nominating Committee of the Board of Directors (formed in accordance with Article IV Section F below) and approved by the full Board of Directors and/or nominated and seconded by members during such annual meeting. Each elected Director shall have one vote and a majority of the elected Directors shall constitute a quorum for the conduct of business at a meeting of the Board of Directors. Unless otherwise explicitly stated herein, the affirmative vote of a majority of the elected Directors present at a meeting of the Directors shall be sufficient to approve any matter before the Directors.

Section B. Officers General. The officers of the Association shall be Chairperson, Vice Chairperson, Secretary and Treasurer or, at the Board’s discretion, Chairperson, Secretary, and Treasurer. All officers shall be elected by the Board of Directors at their first meeting following the annual meeting of the membership. Officers shall be chosen from among the Directors. Any Director may nominate any other Director to serve as an officer. Officers shall serve for one year and until their replacements have been elected. Officers shall serve without compensation

Section C. The duties of the officers shall be:
a. The Chairperson shall preside at all meetings, represent the Association when appropriate, and serve as ex-officio member of all committees except Nominating. This person shall be the Chief Executive of the Association and shall manage the administration of the business of the Association.
b. The Vice-Chairperson shall preside in the absence of the Chairperson, and shall perform such duties as requested by the Chairperson. In the event of the resignation, incapacitation or death of the Chairperson, the Vice-Chairperson shall then become Chairperson for the remainder of that term of office.
c. The Secretary shall be responsible for keeping all records, minutes and correspondence of the Association, except financial records.
d. The Treasurer shall be responsible for collecting all dues, and other receipts, making disbursements and maintaining an accurate record of all funds received and disbursed, and submitting a statement to date at each meeting of the Board of Directors.

Section D. Subject to Article IV Section C subsection b above, vacancies arising on the Board of Directors or in offices, prior to the expiry of terms shall be filled by action of the Board of Directors to serve out the remainder of the term.

Section E. The Board of Directors shall have the authority to appoint committees consistent with the purpose and resources of the Association.

Section F. The Board of Directors shall appoint from among the Directors a Nominating Committee of three. The Nominating Committee shall present to the Board of Directors (for approval) its recommendations for nominations for Directors for the next annual meeting of the membership. If approved by the Board of Directors, the nominations shall be presented to the membership at the next annual meeting. At the annual meeting, nominations from the floor will be invited. No one shall be nominated without his/her consent.

Section G. Directors may resign their position. Directors may be removed for cause. Removal of a Director for cause shall require the affirmative vote of [a simple majority/two-thirds] of the other elected Directors present at a meeting of the Board of Directors called for such purpose and the affirmative vote of a two-thirds majority of the members present at a special meeting of the membership called for such purpose. Notice of a special meeting of the Board and the membership shall be in writing and mailed not less than twenty days prior to the meeting date and shall state the cause.

Section H. All Board Members and Committee Chairs shall deliver to their successors, immediately upon relinquishing office, all records, correspondence and other properties belonging to the Association.

Article V. Meetings

Section A. The Board of Directors shall endeavor to call the annual meeting of the Dubois Museum Association for some date in August, but in any event it shall be held no later than September 30 on a date and time designated by the Board of Directors, for election of Directors and transaction of other business. Special meetings of the full membership may be called by the Board of Directors.

Section B. Ten percent of the total voting membership present in person or by proxy shall constitute a quorum at any annual or special meeting of the full membership of the Dubois Museum Association. If less than ten percent of the total members are represented at a meeting, business may not be conducted, and the meeting shall be for informational purposes only. If, during the course of a duly constituted meeting the withdrawal of members leaves less than a quorum, at that point business may no longer be conducted and the remaining meeting will be for informational purposes only.

Section C. Regular Board meetings shall be held whenever scheduled by the Chairperson or two Directors. If, during the course of a duly constituted meeting the Board withdrawal of Directors leaves less than a quorum, business may no longer be conducted and the remaining meeting will be for informational purposes only. Directors may attend any Board meeting by telephone.

Section D. Regular Board meetings shall be open to the membership of the Dubois Museum Association except when, for reasons of confidentiality, it is necessary for the Board to go into executive session.

Section E. Minutes of all meetings of the Board of Directors and the Association shall be maintained by the Secretary, and a copy given to the Dubois Museum Site Manager.

Section F. The rules contained in Robert’s Rules of Order Newly Revised shall govern all proceedings of the membership of the Dubois Museum Association and of the Board of Directors and Committees.

Article VI. Fiscal Year and Dues

Section A. The fiscal year of the Dubois Museum Association shall begin on January 1 of each year, and end on December 31 of the same year.

Section B. The rate of dues for each category of membership shall be set annually, upon recommendation of the Board of Directors and subject to approval of the general membership, and shall become due on January 1st of each year.

Article VII. Financial Management

Section A. The Dubois Museum Association shall be self-supporting. The Board of Directors for the Dubois Museum Association shall adhere to good financial control of all monies, including those generated by membership dues, donations, and sales.

Section B. All funds accrued by the Dubois Museum Association shall be deposited to the account of the Dubois Museum Association and shall be disbursed by the Treasurer of the Association as authorized by the Board of Directors of the Association, to be used for the purposes of the Dubois Museum Association or the Dubois Museum. A regular checking account will be kept with a local bank requiring the signature of the Treasurer and one of the Chairperson and one other specified Director on bank drafts. Funds in excess of those needed to cover regular expenses will be kept in some form of savings account, also requiring two signatures (same) for withdrawal.

Section C. Adequate books of account shall be maintained by the Treasurer. The Board of Directors shall appoint an auditor, who is not an officer, to audit the Treasurer’s books prior to the annual meeting. The audited Treasurer’s report will be presented at the annual meeting.

Section D. Pursuant to The Uniform Unincorporated Nonprofit Association Act of Wyoming, no member of this Association shall be liable except for unpaid dues; and no personal liability shall in any event be attached to any member in connection with any of its undertakings.

Article VIII. Amendments

These by-laws may be revised by an affirmative vote of the Board of Directors and of two-thirds of the members present (in person or by proxy) at a meeting of the membership of the Dubois Museum Association, provided that written public notice of the proposed change was provided to the Association membership thirty days prior to the meeting at which the revision would be acted upon.

Article IX. Dissolution
In the event of the dissolution of the Dubois Museum Association, all funds shall be disbursed to the Dubois Museum. Dissolution of the Dubois Museum Association shall require the affirmative vote of three-quarters of the Directors present at a special meeting of the Board called for such purpose and the affirmative vote of three-quarters of the members present (in person or by proxy) at a special meeting of the membership called for such purpose.

Adopted at the Annual Meeting of the Dubois Museum Association
Dennison Lodge, Dubois WY
September 8, 2011

Amended August 16, 2014 (changing names of Museum staff to comply with changes in title)

Amended August 29, 2015 (reducing size of Board of Directors and authorizing elimination of office of Vice Chairperson at discretion of the Board of Directors)

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