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Member Vote Information

To: Members of the American Alliance of Museums
From: Kippen de Alba Chu, Chair of the Board of Directors
Date: May 7, 2019
Re: Member Vote Information

On behalf of the Board of Directors of the American Alliance of Museums (“AAM” or “Alliance”), I am writing to provide information about an upcoming member vote and to seek your approval on the matter.

AAM’s Board of Directors has been working over the last few years to modernize the organization’s governance structure – specifically to ensure our governing documents are simple, compliant, and reflective of current practice. Regular review of organizational governance documents is a best practice recommended by BoardSource and other nonprofit governance experts.

This review has focused on governance only and did not alter the Alliance’s core mission, principles, or goals. We will continue our longstanding commitment to champion museums and nurture excellence – and to support our members, seek their feedback, provide platforms for discussion, communicate frequently and transparently, and otherwise preserve the museum community’s important role in shaping the Alliance’s work.

By joining AAM you help to champion museums and advance the broad museum community. In addition, AAM members are entitled to a number of benefits, such as access to various programs, templates, and resources; discounts on professional and career development programs such as meetings, publications, and special programs; as well as the opportunity to participate in Professional Networks, virtual and in-person networking events, etc. These benefits vary based on the type and level of your membership. In addition, all members are entitled to vote on particular matters, as set out in the AAM governing documents.

The Alliance’s efforts to be a more inclusive organization over the last decade have resulted in a 70 percent growth in membership to over 35,000 museums, museum professionals, industry partners, and allied organizations. While this growth is welcome and has been needed, it has also resulted in a situation where it is impractical to have meaningful participation by all members in the governance of the organization. The Board, in consultation with our legal counsel, recommends that we convert our current complex member voting structure into the more streamlined voting model commonly used by many other District of Columbia nonprofit corporations. Through this transition, members would retain their membership benefits, but would no longer be entitled to vote on future governance document changes or to elect directors to AAM’s Board in the event of a contested slate. Further information about the proposal, including other more administrative revisions, is described in the attached documents.

To effect the changes, a simple majority of voting AAM members must approve amendments to AAM’s Articles of Incorporation, and two-thirds of voting members must approve amendments to the Constitution. The Board is providing for your review the current Articles of Incorporation (PDF, 4 pages) and the current Constitution and Bylaws (PDF, 12 pages) as well as the Restated Articles of Incorporation (PDF, 9 pages) and the revised Bylaws (PDF, 10 pages). The Board has carefully considered and approved these documents and recommends that all members vote in favor of the proposed changes.

The Questions and Answers about the Vote contains further information about the proposal, including how to cast your vote. Please review it carefully before making your decision. On or about June 10, you will receive a ballot via email, and we would appreciate your prompt response.

I thank you for your attention to this matter. If you have any questions, please feel free to contact the Membership team at 866-226-2150 or membership@aam-us.org.

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