Articles
of Association, as ratified on the 1st day of June 2008 by majority decision
of the Board of Directors, the majority of whom are citizens of the United
States, desiring to form a Non-Profit 501(c)(4) Organization, do hereby
certify:
The
name of the organization shall be:
Tibetan
Mongolian Museum Society
The
principal office of the organization shall be:
4105
Duke Street
Suite
108
Alexandria,
VA 22304
The
organization shall form for the purpose of, and abide by the following:
WHEREAS the Tibetan Mongolian Museum Society
(hereinafter referred to as “Society”) is a civic league of concerned
international citizens who wish to advocate museum exhibition of Asian art from
ancient Mongolia and the Greater Himalayan Region. Through a broad range
of programs and projects, the Society's two primary focuses are: 1) to provide
support to selected museums that enrich the arts with display of historically
significant representations of Buddhist culture and 2) to protect sacred,
religious shrines, from which Buddhist art is gathered for public sale or
display against removal with consent, artifacts of any kind. Though not allied
with any political group or religious sect, the Tibetan Mongolian Museum Society
supports the fundamental humanitarian right to freedom of religious expression
and is organized exclusively for charitable and educational purposes; including
for such purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
IN
CONSIDERATION OF THE PROVISIONS CONTAINED HEREIN AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, IT IS HEREBY ACKNOWLEDGED AND publicly avowed AS FOLLOWS:
ARTICLE I
SECTION 1
The Society shall constitute itself as
a voluntary social welfare organization for the following purposes, to-wit:
(a) To protect sacred, religious
shrines, from which Buddhist art is gathered for public sale or display against
removal with consent, artifacts of any kind;
(b) To promote reforms in the International trade laws
that protect and further respect this religious and historically significant
artwork, property and architecture;
(c) To procure uniformity and
certainty in the law respecting such property in all countries;
(d) To abolish abuses and unfair
practices and methods in connection with the distributions of such property,
including, but not limited to the sale through on-line services;
(e) To promote and foster by all
lawful means the interest of Asian Art in general and Buddhist art
specifically;
(f) To promote friendly intercourse
and united action among appraisers, auction houses, dealers, distributors and
collectors along with the originating source of the property;
(g) To adjust and arbitrate
differences and controversies between its members;
(h) To acquire, own and sell personal
property, and to accumulate and maintain a Reserve Fund to be used in carrying
out any of the objectives of the Society;
(i) To enter into agreements with
other similar organizations, providing for the reciprocal protection of the
rights of the members of each Society;
(j) To advocate museum exhibition of
Asian art from ancient Tibet and Mongolia;
(k) To provide financial support to
selected museums that enriches the arts with display of historically
significant representations of Buddhist culture;
(l) Though not allied with any
political group or religious sect, to support concerns that protect the
fundamental humanitarian right to freedom of religious expression;
(m) To organize members exclusively
for charitable and educational purposes; including for such purposes, the
making of distributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code;
(n) To do any and all other acts or
things which may be found necessary or prudent in carrying out or advancing any
of the objectives of the Society or in protecting or furthering its interests
or the interests of its members.
SECTION 2
The principal office of the Society is
to be located in the greater metropolitan region of the District of Columbia.
ARTICLE II
DURATION
The duration of the Society shall be
perpetual.
ARTICLE III
MEMBERSHIP
SECTION 1
CLASSES OF MEMBERSHIP
The membership of this Society shall
be divided into two classes, as follows:
A. PARTICIPATING CLASS
The following are deemed eligible for
membership in this class include, but are not limited to: Authors, Appraisers,
Auction Houses, Collectors, Dealers, Distributors, Historians, as well as all
Asian Art and Buddhist Art Experts and Supporters.
B. HONORARY MEMBERSHIP
Any person, group or organization with
a common interest, consistent with the articles set forth in this document,
shall be eligible.
Members in either class shall not be
entitled to vote, or share in any of the rights, benefits, privileges, or
emoluments of the Board of Directors.
SECTION 2
APPLICATION FOR MEMBERSHIP
Application shall be made in such form
and include such information as shall be prescribed by the Society.
SECTION 3
INTENT OF APPLICATION
All forms of replied acceptance with
presentation of such an application to the Society shall be deemed and
construed to be an agreement on the part of the applicant to endorse the
principals of these Articles of Association.
SECTION 4
ELECTION TO MEMBERSHIP
Applicants to honorary membership may
be elected by the Board of Directors, which may delegate the authority to elect
these members as it sees fit.
SECTION 5
WITHDRAWAL FROM MEMBERSHIP
The participating class of membership
may elect to terminate Society membership at any time, by contacting the
Society through any available written means of communication. The honorary
class of membership shall abide by the Board of Directors decision, that shall
forthwith, adopt appropriate procedures for the withdrawal from honorary
membership in compliance with all rules, regulations and requirements of the
Society.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1
MANAGEMENT AND ELECTIONS
The government of the Society shall be
managed by a Board of Directors. The Board of Directors shall, as far as
practicable, represent the concerns of the Society’s members, and shall
participate in the Society’s revenue acquisition and distributions. Commencing
in 2006, with an initial appointment specifically authorized for the purpose of
establishing the organization, the Board of Directors shall serve for a
three-year period. Commencing in 2009 and thereafter, the Board of Directors
shall be elected for a three-year period in the manner hereinafter and in
accordance with Section 4 of this Article.
75% participation of Board Members
shall be necessary to constitute a quorum. Any number less than a quorum may
meet and adjourn from time to time until a quorum is present. When in quorum,
all motions and resolutions authorizing or directing any act or thing within
the power of the Board shall require affirmative vote by the majority of those
Board Members present. In the context of this section, unless otherwise
specifically stated by the voting Board Member, an abstention shall be deemed
as an affirmative vote.
The Board may determine the rules of
its procedure and make any and all regulations necessary for the carrying on of
the business of the Board of Directors and the Officers, agents, and servants
of the Society. Former Chairs of the Society shall be ex-officio members of the
Board of
Directors, without the right to vote,
unless elected to the Board of Directors for an additional term.
SECTION 2
MEETINGS OF THE BOARD
The Board shall schedule to meet two
times each year and shall be obligated to hold a meeting in quorum during any
year in which the Board requires election. Notices of regular or Special
Meetings of the Board of Directors shall be given by the Chairman of the Board
or the Secretary to each Director in such form as the Board of Directors may
prescribe, at least two days previous to the time fixed for the meeting.
Special Meetings of the Board of
Directors may be called by the Chairman of the Board and shall be called by written
request of any three unanimously concerned Directors.
SECTION 3
MINUTES OF BOARD MEETINGS
The Board of Directors shall keep
minutes of its meetings.
SECTION 4
MANNER OF ELECTION OF DIRECTORS
Members of the Board of Directors
shall be elected in the following manner, commencing during the year 2009 and
in each alternate election year thereafter:
(a) The Chairman of the Board shall
appoint a Selection Committee of the Board. The Selection Committee shall be
appointed no fewer than sixty days prior to the date of the Election Meeting.
(b) The Selection Committee shall
nominate candidates for each Board post no fewer than thirty days prior to the
date of the Election Meeting.
(c) Each incumbent Board Member shall
be automatically nominated to the Selection Committee, unless that incumbent
Member otherwise instructs in writing, the Chairman of the Board.
(d) The Nominating Committees shall be
instructed to consider nominations from both incumbent and non-incumbent
candidates, while being mindful of the diversity of the Society’s membership
and accumulated repertory. In the event that an incumbent Board Member fails to
stand for re-election (or in the event of a vacancy), then the appropriate
Nominating Committee shall nominate additional candidates to stand for election
such that the total number of candidates shall be no less than 75% of the total
number of the incumbent board.
(e) In any election for the Board of
Directors, the candidates for Directors shall include, in addition to those
candidates chosen by the Nominating Committee, any person eligible to be a
Director who is designated by a petition of no fewer than 10% of the total
society’s membership.
(f) The Nominating Committees shall
jointly constitute the Committee on Elections. This Committee, subject to the
regulations contained in this Section 4, shall hold office only until it has
certified to the Board of Directors the result of the particular election of
which it had supervision. Each member of such Committee shall have one vote. Such
Committee may elect its own Chairman.
(g) The Committee on Elections shall
prepare a ballot in such form as shall be approved by the Board of Directors,
showing in respect of each vacancy the class or division of membership from
which the nominee must be chosen, the name of the present incumbent if a
candidate, together with a statement on the ballot that each incumbent’s name
is placed thereon by mandate of the Articles of Association. One ballot, and
one only, shall be made available for the use of each active Board Member in
good standing, and each member of the Committee on Elections except that lost,
misplaced, mutilated or destroyed ballots may be replaced in the sole
discretion of the Committee on Elections.
Each qualified member may cast his,
her or its vote by mail or personal delivery to the Committee, or by such other
means as the Committee shall prescribe. All votes must be thus cast and
received not later than midnight five days before the date set for the Election
Meeting. Votes received thereafter shall not be counted. The Committee shall
appoint its choice of tellers, exclusive of members of the Board of Directors
or any candidate, and shall make all rules for totaling, tabulating and
counting the votes cast. It shall be privileged to call upon the management and
staff of the Society for any required assistance. The candidate receiving the
highest number of votes cast shall be deemed elected. In case of a tie between
the two highest, the candidate who has been longest a member of the Society shall
be declared elected. The Committee on Elections after canvassing the vote,
shall by written certificate presented to the Chairman of the Board, certify
the names of the winning candidates together with a statement showing the
number of votes cast for each candidate.
All ballots, tally sheets and other
memoranda, incident to the tabulation of the votes shall be retained for thirty
days and be available for examination or recount by any committee of not less
than five members in good standing; provided, however, that only one such
examination or recount shall be performed for any election, and provided
further that, in the event such examination or recount fails to change the
outcome of such election, the cost of the examination or recount shall be borne
by the members requesting it.
ARTICLE V
POWERS OF THE BOARD OF DIRECTORS
SECTION 1
MANAGEMENT
The Board of Directors shall have
charge of and supervision over the general management of the business of the
Society, and in addition to the powers by these Articles expressly conferred
upon it, may exercise all such powers and do all such acts and things as may be
exercised or done by the Society.
SECTION 2
ENUMERATED POWERS
Without prejudice to the general
powers conferred by the last preceding section and the other powers conferred
by these Articles, it is hereby expressly declared that the Board of Directors
shall have the following powers, that is to say:
To make contracts or authorize
contracts to be made by Officers of the Society or by any of the committees
provided for by these Articles; to fix the rate, time and manner of payment of
all work registered with the Society as deemed appropriate by contractor or
service provider thereof.
To purchase or otherwise
acquire for the Society any property, rights and privileges which the Society
is authorized to acquire, at such prices and on such terms and conditions, and
for such considerations, as it deems fit.
To appoint and at its discretion
remove or suspend, such assistants, managers, subordinates, clerks, agents and
volunteers, permanently or temporarily, as it may from time to time think fit,
and to determine their duties and fix and from time to time change their
salaries or emoluments, and to require security in such instances and in such
amounts as it may deem fit.
To confer by resolution upon any
committee or Officer of the Society the right to choose, remove or suspend such
subordinate Officers, agents or servants. To determine who shall be authorized
to sign, on the Society’s behalf, receipts endorsements, checks, releases,
contracts and documents.
From time to time to provide for the
management of the affairs of the Society in such manner as it thinks fit, and
in particular from time to time to delegate any of the powers of the Board of Directors
to any committees, Officers or agents, and to appoint any persons to be the
agents of the Society, with such powers (including the power to sub-delegate)
and upon such terms as may be thought fit.
To appoint and dissolve all
committees; to define, alter and regulate the jurisdiction and exercise
original and supervisory jurisdiction over any and all subjects and matters
referred to said committees; to direct and control their actions or proceedings
at any stage thereof. To seek the expulsion of any member on the grounds set
forth in this document, or on the following grounds: (a) making a false or
misleading statement on a material point to the Society; (b) criminal activity;
(c) failure to comply with the rules, regulations, requirements and obligations
of membership;
SECTION 3
Directors as such shall not receive
any salaries for their services.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Society shall indemnify and hold harmless each person
who has served or shall hereafter serve as a Director or Officer of the Society
from and against any and all claims and liabilities to which such person shall
have or may become subject by reason of such person’s having heretofore or
hereafter been a Director or Officer of the Society or by reason of any action
alleged to have been heretofore or hereafter taken or omitted by such person as
such Director or Officer, and shall reimburse each such person for all legal
and other expenses reasonably incurred by such person in connection with any such
claim or liability; provided, however, that no such person shall be indemnified
against, or be reimbursed for any expense incurred in connection with, any
claim or liability arising out of such person’s own gross negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions of
this Article shall not exclude any other right to which such person may be
lawfully entitled, nor shall anything herein contained restrict the right of
the Society to indemnify or reimburse such person in any proper case even
though not specifically herein provided for. The Society, its Directors,
Officers, employees and agents, shall be fully protected in taking any action
or making any payment under this Article, or in refusing so to do, in reliance
upon the advice of counsel.
|
