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HomeMy WebLinkAboutCFMAB July 2025 Recommended Amendments Final1 Cape Fear Museum Advisory Board Bylaws 9/4/2025 CAPE FEAR MUSEUM ADVISORY BOARD BYLAWS ARTICLE I: OFFICES The principal office of the Cape Fear Museum Advisory Board shall be located at 814 Market Street, Wilmington, North Carolina 28401. ARTICLE II: MUSEUM ADVISORY BOARD A. Number and Term. The number of advisors constituting the Cape Fear Museum Advisory Board, herein referred to as the board, shall be twelve (12) as designated by the New Hanover County Board of Commissioners. The chief executive officer of the Cape Fear Museum Associates shall serve as an ex officio, nonvoting member of the board. Each advisor shall hold office for three (3) fiscal years or until his or her death, resignation, retirement, removal, disqualification, or his or her successor shall have been appointed and shall be eligible to serve two full consecutive terms. In the event an advisor shall be appointed to serve out the remainder of an unexpired term on the board due to a prior advisor’s death, resignation, retirement, removal or disqualification, such unexpired term shall not be counted as one of the two consecutive terms allowed to be served by this section of Article II. B. Qualification: Any New Hanover County resident 18 years of age or older who has a sincere interest and commitment to the preservation of the history of the Lower Cape Fear region shall be qualified to serve as an advisor. Upon appointment by the Board of County Commissioners, advisors must agree and sign a code of ethics as required by American Alliance of Museums to remain in compliance for accreditation. C. Removal and Other Vacancies of Advisor. In the event of death, resignation, or removal of an advisor, the New Hanover County Board of Commissioners shall appoint a successor, and they shall serve the unexpired term of their predecessor. Excused absences are defined as absences caused by events beyond one’s control and are subject to approval by the board on which the appointee is serving. Advisors are required to report to the board secretary prior to any board meeting, any absence, and the reason for the absence. The secretary will convey the advisor’s reasons verbatim to the board. It will be the purview of the board members to grant excused absences. Should an advisor fail to communicate with the board secretary about his/her absence, he/she automatically will be listed as unexcused. Whenever an advisor incurs three (3) unexcused absences, said advisor’s failure to attend shall be reported by the presiding officer of the board to the Chair of the Board of Commissioners. Such unexcused absences on the part of any appointee may, at the election of the Chair of the Board of County Commissioners, be deemed to constitute resignation on the part of the appointee from such board, committee, commission, or authority. Any Board of County Commissioners’ appointee may be removed, without cause, by a majority of County Commissioners. 2 Cape Fear Museum Advisory Board Bylaws 9/4/2025 D. Compensation. No compensation shall be paid to an advisor for their services; however, any advisor may be reimbursed for actual expenses incurred in the performance of their duties as long as such expense receives the prior approval of the New Hanover County Board of Commissioners or its designated agencies and is within the approved budget for Cape Fear Museum. E. Resignations. Any advisor may resign at any time by giving written notice to the Clerk to the Board of County Commissioners. ARTICLE III: APPOINTMENT The New Hanover County Board of Commissioners shall appoint the advisors. ARTICLE IV: MEETINGS OF MUSEUM ADVISORY BOARD A. Regular Meetings. Regular meetings of the board shall be held every other month beginning with July at the principal office of the Museum Advisory Board of Cape Fear Museum at 814 Market Street, Wilmington, North Carolina 28401 (to be 230 Grace Street, Wilmington, NC 28401 in 2026). A quorum of the board shall be physically present in person for the transaction of business. Members of the board, with prior approval from the chair, may participate by conference telephone or other electronic means at any board or committee meeting at which appropriate equipment is available. Notice of time and place of the regular meetings shall be communicated to each advisor no later than seven (7) days before each meeting. B. Special Meetings. Special meetings of the board shall be held when called by the chair or by any five (5) advisors, after not less than three (3) days’ notice being made to each advisor. C. Quorum. A quorum of the board shall constitute seven (7) members physically present in person for the transaction of business. Every act or decision done or made by the members of the board present at a duly held meeting at which a quorum is present shall be regarded as an act of the Museum Advisory Board. D. Waiver of Notice. The presence of an advisor at a meeting shall constitute a waiver of notice of that meeting except when such advisor attends the meeting solely for the purpose of objecting to the transaction of any business therein, on the grounds that the meeting has not been lawfully called and does not otherwise participate in such a meeting. ARTICLE V: POWERS AND DUTIES OF THE MUSEUM ADVISORY BOARD The Museum Advisory Board shall: provide advice and review of necessary policies for the efficient and responsive operation of the Cape Fear Museum; provide input and act as a liaison to the community for programs and exhibits; provide recommendations to the Board of County Commissioners and County Manager related to museum services and needs of the Museum; and serve on relevant committees. In addition, Board members are expected to actively promote the Museum’s programs, and to assist and participate in its programs and events. Board members are expected to attend board meetings, to actively participate on board committees as needed, to attend Museum functions, and are strongly encouraged to be a member of Cape Fear Museum through Cape Fear Museum Associates, Inc. 3 Cape Fear Museum Advisory Board Bylaws 9/4/2025 ARTICLE VI: OFFICERS AND THEIR DUTIES A. Election. At its July meeting, the board shall elect the following officers from its members: chair, vice- chair, and secretary. B. Term of Office and Qualifications. Each officer shall hold office from the July election until the subsequent election the July of the following year or until a successor shall have been duly chosen or until death, resignation, disqualification, or removal from office. C. Removal and Resignation. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interest of the board shall be served thereby. Any officer may resign at any time by giving written notice to the board. D. Vacancies. A vacancy in any office may be filled with an appointment by the board. The individual appointed to such vacancy shall serve for the unexpired term of the officer being replaced. E. Multiple Officers. No person shall simultaneously hold more than one of the offices required by these bylaws. F. Duties. The duties of the officers are as follows: 1. Chair. The chair shall be the principal executive officer of the board and subject to control of the board, shall in general supervise and control all the business and affairs of the board. The chair shall, when present, preside at all meetings of the board and in general perform all duties incident to the office of chair and such other duties as may be prescribed by the board from time to time. 2. Vice-Chair. At the request of the chair or in his or her absence, or in the event of his or her death, disability, inability or refusal to act, the vice-chair shall perform the duties of the chair and when so acting shall have all powers of and be subject to all the restrictions upon the chair. The vice-chair shall perform such duties as from time to time may be assigned to him/her by the chair or by the board. 3. Secretary. The secretary shall: a. Keep the minutes of the meetings of the board; b. See that all notices are duly given in accordance with the provisions of these bylaws; c. Keep a register of the mailing address of each member of the board which shall be furnished to the secretary by such members; d. In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the chair or by the board; and e. Notify the Clerk to the Board of County Commissioners of any vacancies on the Board. G. Compensation. No compensation shall be paid to any officer for his/her services. However, any officer may be reimbursed for his or her actual expenses incurred in the performance of his or her duties if such expense receives the prior approval of the New Hanover County Board of Commissioners or its designated agencies and is within the approved budget for Cape Fear Museum. 4 Cape Fear Museum Advisory Board Bylaws 9/4/2025 H. Duties of Officers May be Delegated. In the case of the absence of any officer of the board or for any other reason that the board may deem sufficient, the board may delegate the power or duties of any officer to any other officer or a trustee for the time being, provided a majority of the entire board concurs therein. I. Resignations. Any officer may resign at any time by giving written notice to the chair or the secretary of the board. Such resignation shall take effect at the time such resignation is accepted by the board. ARTICLE VII: COMMITTEES A. Committee Structure: In July, the board will determine its organizational strategy and priorities. Committees may be established based on the needs of the coming year. Committees are formed with the understanding that the group will disband once the objective is met or when the board reviews and establishes committees at the next annual review of committees. The standing committee will be: 1. Collections Committee – The duties of the Collections Committee shall be to: a. Approve the policies and procedures regarding acquisition, management, deaccession, and disposition of the Museum’s collection. b. Consider requests for outgoing loans to other organizations; c. Encourage donations and loans of objects to the museum; and d. Recommend to the Museum Advisory Board items to be accessioned into the collection. 2. Other Committees – The board may establish, by resolution adopted by a majority of the members of the board, other committees which it deems necessary or desirable to carry out the purposes of the Cape Fear Museum Advisory Board. B. Committee Chairpersons and Members: The chair of all committees shall be appointed by and serve at the pleasure of the chair of the board. Each member of the board is expected to serve on committees, as needed. C. Committee Reports: The chair of each committee that has met since the last meeting of the board shall make a written report to the chair of the board of the committee meetings and activities prior to each regular meeting of the board. The chair will schedule these reports for presentation to the full board. D. Authority: Unless specifically authorized in writing by the board or the board chair, a committee chair or a committee shall have no authority to obligate the board or incur any expenditures on behalf of the board. E. Committee Meetings. Committees will meet as needed. ARTICLE VIII: WAIVER OF NOTICE Whenever any notice is required to be given to any advisor, a waiver thereof in writing signed by the advisor entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 5 Cape Fear Museum Advisory Board Bylaws 9/4/2025 ARTICLE IX: BOOKS AND RECORDS The records of the board shall at any reasonable time be subject to inspection by any member of the board for any purpose. ARTICLE X: AMENDMENTS Any amendments upon which the board may be called to vote shall have been presented to the board at least 10 days prior to the vote, either at a previous board meeting or by prior written notice. ARTICLE XI: RULES All meetings of the board shall be governed procedurally by Robert’s Rules of Order, Latest Edition Revised, unless suspended by two-thirds (2/3) vote of the board members present and entitled to vote. ARTICLE XII: FISCAL YEAR The fiscal year of the board shall begin on the first day of July each year and shall end on the last day of June of each year. Adopted: September 25, 2003 Amended: May 20, 2005 Amended: May 18, 2016 Amended: July 15,2020 Last Amended: