I Name ß
The name of the corporation shall be the Art Museum Image Consortium
("AMICO"), hereafter referred to as AMICO.
ARTICLE II Purpose
AMICO is operated exclusively for charitable, educational, and cultural
purposes. More specifically, the purpose of AMICO is to assist its Members:
(1) by compiling a collective digital library of visual and documentary
resources documenting works of art (the "AMICO Library"); (2) by providing
dramatically increased educational access to the documentary resources
for the benefit of institutions of higher education, museums, libraries,
schools, and other charitable and educational institutions; (3) by fostering
and promoting education and advancing knowledge in areas related to
The AMICO Library, including scholarship in the arts, humanities, informational
sciences, and social sciences; and (4) by engaging in such other and
further activities as may be necessary and proper to accomplish these
purposes, including the raising of funds through grants, gifts, devises,
bequests or otherwise for carrying out these purposes.
ARTICLE III Membership
Section 3.01 Classes of Members.
There shall be one class of members possessing voting rights. Any number
of additional classes of non-voting members may be established by the
Board of Directors.
Section 3.02 AMICO Members and Representatives.
A. Full AMICO Members. Any accredited museum or non-profit institution
holding works of art may become a full Member of AMICO by agreeing to
abide by terms and conditions set forth in the AMICO Full Membership
Agreement and with such other policies and procedures governing Full
AMICO Membership as the Board of Directors may adopt from time to time.
Full Members shall be the only class of members possessing voting rights.
Each Full Member shall designate a Primary Representative and may designate
one or more additional representatives.
B. Termination of Membership. Any AMICO Member that fails after adequate
notice to abide by the terms and conditions of the applicable AMICO
Membership Agreement, or ceases to have a Representative in good standing,
may be suspended or terminated by a majority vote of the Board of Directors.
A Representative of an AMICO Member may resign or withdraw from AMICO
by filing a written letter of resignation.
ARTICLE IV Board of Directors
Section 4.01 General Powers.
The Board of Directors shall set the policies of and supervise, manage
and control the affairs and activities of AMICO.
Section 4.02 Number and Qualification.
The initial Board of Directors shall be those twenty-three (23) individuals
named in the Articles of Incorporation. The number of directors may
be set from time to time by amendment to the Bylaws but shall never
be less than eleven (11). No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. Directors
need not be residents of the District of Columbia.
Section 4.03 Election and Term of Directors.
A. Initial Board. The first Board of Directors shall consist of those
persons named as initial directors in the Articles of Incorporation.
Such persons shall hold office until the first annual election of directors
at which at least one half of such officers shall be elected for an
additional term of one year.
B. Election. Directors shall be elected by the affirmative vote of
a majority of the members.
Section 4.04 Vacancies.
Any vacancy occurring in the Board of Directors and any directorship
to be filled by reason of an increase in the number of directors may
be filled by the affirmative vote of a majority of the directors than
in office though less than a quorum of the Board. A director elected
to fill a vacancy shall be elected for the unexpired term of his predecessor
in office and until his successor is elected and qualified.
Section 4.05 Removal of Directors.
A Director may be removed with or without cause at any time by action
of the Board, provided that such notice of the Board's proposed action
is included in the notice of the meeting at which such vote is taken.
Section 4.06 Resignations.
Any Director may resign at any time by giving written notice to the
Board or to the Chairman or Secretary. Such resignation shall take effect
at the time specified in such notice or on receipt of the notice if
no time is specified. Unless otherwise specified in the notice of resignation,
no acceptance of such resignation shall be necessary to make it effective.
Section 4.07 Quorum of Directors and Manner of Acting.
Unless a greater proportion is required by law or these Bylaws, one-third
of the number of directors then in office shall constitute a quorum
for the transaction of business. Except as otherwise provided by law
or by the Articles of Incorporation or these Bylaws, the act of a majority
of the directors present at a meeting at which a quorum is present shall
be the act of the Board.
Section 4.08 Annual Meeting.
A meeting of the Board of Directors shall be held at least once each
year. The Board shall designate the time and place of such meeting as
early as possible, but not less than sixty (60) days prior to the meeting.
Notice of the annual meeting shall be provided to all AMICO Members
in accordance with Section 4.09 of this Article IV.
Section 4.09 Notice.
Whenever notice is required to be given under any provision of these
Bylaws, it may be given by written notice, by electronic mail, by a
general posting on the AMICO Discussion List, by facsimile transmission
(with receipt confirmed), or by conventional mail. In the case of electronic
mail or general posting to the AMICO Discussion List, notice shall be
deemed to have been given on the day of the delivery of the transmission.
In the case of conventional mail, notice shall be deemed to have given
on the fifth business day following the day of mailing if mailed postage
Section 4.10 Waiver of Notice.
Any director may waive notice of any meeting, either before or after
the time of notice would have been required. A director's attendance
at any meeting shall constitute waiver of notice of such meeting, excepting
such attendance at a meeting by the director for the purpose of objecting
to the transaction of business because the meeting is not lawfully called
or convened. Except as specifically required by the Articles of Incorporation,
or these Bylaws, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need to
be specified in the notice, or waiver of notice, of such meeting.
Section 4.11 Informal Action by Directors.
Any action required or permitted to be taken by the Board may be taken
without a meeting if consent in writing, setting forth the action so
taken, shall be signed by all the directors authorizing the action.
Such consent shall have the same force and effect as a unanimous vote.
The signed document setting forth such consent by all the directors
shall be filed with the minutes of proceedings of the Board.
Section 4.12 Electronic Meetings.
Any or all directors may participate in a meeting of the Board or of
a committee of the Board by means of conference telephone, computer
networking, or other any electronic means provided, however, that all
persons participating in the meeting are able to communicate with one
another, and such participation shall constitute presence in person
at the meeting.
Section 4.13 Compensation of Directors.
AMICO shall not pay any compensation to directors for services rendered
to AMICO, except that directors may be reimbursed for expenses reasonably
incurred in the performance of their duties to AMICO. A person serving
as a director may be compensated for services provided to AMICO in any
ARTICLE V Committees
Section 5.01 Executive Committee.
The Board of Directors, by resolution adopted by a majority of the
directors in office, may designate and appoint an executive committee
to consist of not less than five (5) directors. The executive committee
shall, to the extent provided in such resolution, have and exercise
all the powers of the Board of Directors during the intervals between
the meetings of the Board, and shall fix its own rules of procedure.
Such committee shall keep a record of its proceedings, which shall from
time to time be reported to the full Board. The designation and appointment
of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any individual director,
of any legal responsibility.
Section 5.02 Committees Other Than Executive Committee.
The Board may designate and appoint and assign duties to one or more
committees as shall be deemed necessary to advance the purposes of AMICO
and to carry out its activities. Such committees may be either standing
or special. The designation and appointment of any such committee and
the delegation thereto of authority shall not operate to relieve the
Board of Directors, or any individual director, of any legal responsibility.
ARTICLE VI Officers, Agent and Employees
Section 6.01 Officers.
The officers of AMICO shall consist of a Chairman, a Vice-Chairman,
a Secretary and a Treasurer. Any two or more offices may be held by
the same person except the offices of Chairman and Secretary shall be
held by different persons.
Section 6.02 Election and Term of Office.
The officers shall be elected at each annual meeting of the Board.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as may be convenient. The
Chairman, Vice-Chairman, Secretary and Treasurer shall be elected for
terms of two (2) years each. Each person so elected shall hold office
for the term for which he is elected, and until his successor has been
elected and qualified. Officers may serve for more than one term. The
election and appointment of an officer shall not of itself create contract
Section 6.03 Resignation.
Any officer may resign at any time by giving written notice to the
Board or to the Chairman or Secretary. Any such resignation shall take
effect at the time of receipt or such later time as therein specified
and, unless otherwise specified therein, no acceptance of such resignation
shall be necessary to make it effective.
Section 6.04 Removal.
Any officer may be removed by the Board of Directors whenever in its
judgment the best interest of AMICO will be served thereby; provided,
however, that removal of an officer shall be without prejudice to his
contract rights, if any.
Section 6.05 Vacancies.
A vacancy in any office may be filled for the unexpired portion of
the term by the Board at any meeting.
Section 6.06 Powers and Duties of Officers.
Subject to the control of the Board of Directors, all officers as between
themselves and AMICO shall have authority and perform such duties in
the management of the affairs of AMICO as may be provided by these Bylaws
or by resolution of the Board not inconsistent with these Bylaws and,
to the extent not so provided, as generally pertain to their respective
A. Chairman. The Chairman shall be Chief Executive Officer of AMICO.
The Chairman shall preside at all meetings of the Board of Directors
and, subject to the supervision of the Board of Directors, shall perform
all duties customary to that office and shall supervise and control
all of the affairs of AMICO in accordance with such policies and directives
as may be established by the Board. The Chairman may delegate authority
and responsibility but shall remain fully accountable to the Board.
B. Vice-Chairman. In the absence of the Chairman or in the event of
his inability or refusal to act, the Vice-Chairman shall perform the
duties of the Chairman, and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the Chairman. The Vice-Chairman
shall perform such other duties and shall have such other powers as
the Board of Directors may from time to time prescribe by standing or
special resolution, or as the Chairman may from time to time provide,
subject to the powers and supervision of the Board of Directors.
C. Secretary. The Secretary shall be responsible for the keeping of
an accurate record of the proceedings of all meetings of the Board of
Directors, shall see to it that all notices required by these Bylaws
or by law are given, and, in general, shall perform all duties customary
to the office of Secretary. The Secretary shall have custody of the
corporate seal of AMICO, and shall have authority to affix the same
to any instrument requiring it; and, when so affixed, it may be attested
by his signature. The Board may give authority to any officer to affix
the seal of AMICO and to attest the affixing by his signature.
D. Treasurer. The Treasurer shall have the custody of, and be responsible
for, all funds and securities of AMICO. Whenever required by the Board
of Directors, the Treasurer shall render a statement of accounts. The
Treasurer shall at all reasonable times exhibit the books and accounts
to any officer or director of AMICO.
E. Executive Director. The Board of Directors may select an Executive
Director. The Executive Director shall perform such duties as are provided
by these Bylaws and as are delegated to the Executive Director by the
Chairman, the Board of Directors or the executive committee. Without
prejudice to the complete authority of the Board of Directors to manage
the affairs of AMICO, the Executive Director shall hire, direct, and
discharge all agents and employees and fix their salaries subject to
the budget authorized by the Board of Directors. The Executive Director
may, under the direction of the Chairman or other officer of AMICO,
act for them as they deem appropriate and shall perform such other duties
as shall be required by the Board. In the event that the office of Executive
Director is not filled, the Chairman shall perform the duties outlined
Section 6.07 Agents and Employees.
The Board of Directors may appoint agents and employees who shall have
such authority and perform such duties as may be prescribed by the Board.
The Board may remove any agent or employee at any time with or without
cause. Removal shall be without prejudice to such person's contract
rights, if any. The appointment of such person as an agent or employee
shall not itself create contract rights.
Section 6.08 Compensation of Officers, Agents and Employees.
AMICO may pay compensation in reasonable amounts to officers for services
rendered, such amounts to be fixed by the Board. AMICO may pay compensation
in reasonable amounts to agents and employees for services rendered,
such amount to be fixed by the Board or, if the Board delegates such
power to any officer or officers, then by such officer or officers.
The Board may require officers, agents or employees to give security
for the faithful performance of their duties, for which they shall be
ARTICLE VII Miscellaneous
Section 7.01 Location of Offices.
The principal office of AMICO shall be located at such place as the
Board of Directors shall from time to time designate, in or outside
the District of Columbia. AMICO may maintain additional offices at such
other places as the Board may designate. AMICO shall have and shall
continuously maintain in the District of Columbia a registered office
at such place as may be designated by the Board of Directors.
Section 7.02 Fiscal Year.
The fiscal year of AMICO shall be from July 1st through
June 30th unless otherwise determined by the Board of Directors.
Section 7.03 Corporate Seal.
The corporate seal of AMICO shall be in circular form, shall have the
name Art Museum Image Consortium inscribed thereon and shall contain
the words "Corporate Seal" and "District of Columbia" and the year the
corporation was formed in the center, or shall be in such form as may
be approved from time to time by the Board of Directors.
Section 7.04 Contracts and Other Documents.
The Board may, except as otherwise required by law, the Articles of
Incorporation, or these Bylaws, authorize any officer or agent of AMICO,
to enter into any contract or execute and deliver any instrument or
document on behalf of AMICO. Such authority may be general or confined
to specific instances. The Board may delegate this power to the Chairman,
on such terms as it may prescribe.
Section 7.05 Checks, Drafts and Other Financial Instruments.
All checks, drafts, loans or other orders for the payment of money,
notes, or other evidence of indebtedness issued in the name of AMICO
shall be signed by such officer or agent of AMICO and in such manner
as shall be from time to time determined by the Board. The Board may
delegate this power on such terms as it prescribes. In the absence of
such determination, the Treasurer and/or the Chairman shall sign such
Section 7.06 Books and Records.
AMICO shall keep at its registered office in the District of Columbia,
(1) correct and complete books and records of account, and (2) minutes
of the proceedings of the Board of Directors and any committees having
any authority of the Board.
Section 7.07 Loans to Directors and Officers.
AMICO shall make not loans to its directors and officers.
ARTICLE VIII Amendment of Articles and Bylaws
The Articles of Incorporation of AMICO may be amended by a two-thirds
vote of the directors then in office. The Bylaws of AMICO may be adopted,
amended or repealed by a majority vote of the directors then in office.
ARTICLE IX Indemnification and Insurance
AMICO shall, to the full extent permitted by law, indemnify any director
or officer, and any former director or officer, and any person who may
have served at its request as a director or officer of another corporation,
and may, by resolution of the Board of Directors, indemnify any employee,
against any and all liability, damage, loss, cost or expense, including
reasonable attorney's fees, costs, and other expenses actually and necessarily
incurred or imposed in connection with any claim, action, suit, or proceeding
(whether actual or threatened, civil, criminal, administrative, or investigative,
including appeals) to which he may be or is made a party by reason of
being or having been such director, officer, or employee; subject to
the limitation, however, that there shall be no indemnification in relation
to matters as to which he shall be adjudged in such claim, action, suit,
or proceeding to be guilty of a criminal offense or liable to AMICO
for damages arising out of his own negligence or misconduct in the performance
of a duty to AMICO.
The members of the Board of Directors who are not parties to such action,
suit, or proceeding (the "disinterested directors") shall determine
in each instance whether the conditions for indemnification specified
in this section have been met, provided that a sufficient number of
disinterested directors are present to constitute a quorum of the whole
Board of Directors. If no such quorum can be assembled, or at the option
of the Board of Directors, in the exercise of which all directors shall
be eligible to participate, the determination shall be made by independent
counsel in a written opinion.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which such director, officer, or employee may
be entitled to under any statute, Bylaw, agreement, vote of the Board
of Directors, or otherwise and shall not restrict the authority of AMICO
to make any indemnification permitted by law. The Board of Directors
may authorize the purchase of insurance on behalf of any director, officer,
employee, or other agent against any liability asserted against or incurred
by him which arises out of such person's status as a director, officer,
employee, or agent of AMICO.