Article 1 – Name
FRench American Museum Exchange (FRAME) shall do business under its own name as an independent 501(c)(3) charitable organization effective February 9, 2006 (Employer Identification Number: 20 – 4343950)
Article 2 – Mission
FRAME is the first bilateral coalition of art museums dedicated to promoting French-American cooperation in the cultural arena concerning museums, their collections, and their professional staffs. It fosters partnerships, projects and exchanges of information, personnel, technology and resources. The projects are based on the resources of the museums and range from a shared website to joint exhibitions and publications. They serve the cultural needs of each country and educate a constituency of great size, breadth and distribution.
Exchanges of any kind related to the mission of FRAME among the Member Museums are a strategic priority.
Article 3 - Membership
Section 1: Members
Each Member Museum shall be an accredited museum in either France or North America whose membership in FRAME has been confirmed by majority vote of the other members (each such museum, a “Member Museum,” and collectively, the “Membership”).
Given the mission of FRAME, the Member Museums shall be art museums contributing jointly to the mission of FRAME by virtue of the comparability of their scale, quality of collections, and audiences, and scope of programming, as well as regional diversity.
Given the bilateral nature of FRAME and the principle of parity that it espouses, there shall be at all times an equal number of Member Museums in North America and in France, except for potential interim periods caused by unforeseen changes in the Membership.
Section 2: Membership Rights and Responsibilities
The responsibilities of a Member Museum include active participation in the programs and projects of FRAME including, but not limited to:
- developing jointly organized exhibitions, educational and other programs, and technology initiatives that advance scholarship and spotlight member museum collections
- sending one to two delegate(s) to each Annual Meeting, including the museum director whenever possible
- hosting an Annual Meeting on a rotating basis in France and in North America
- paying in a timely manner its annual membership dues
- contributing to FRAME-designated exhibitions and projects by lending works of art without any loan fee or by committing staff and resources without charge for services
- providing information for the FRAME website and all official publications of FRAME
Section 3: New Members
From time to time, as recommended by the Board of Trustees and approved by a majority vote of the Membership, additional museums may be invited to join FRAME.
Their selection shall be based on such factors as:
- the interest of the director of the art museum and of its relevant regulatory authority as expressed in writing to the Board of Trustees
- the scope and quality of the museum’s collections
- the audiences served by the museum
- the location of the museum, in relationship to current founding Member Museums, so as to promote regional diversity in both the North America and France. In order to maintain the bilateral nature of FRAME, there shall be at all times, except in the case of a termination of membership, an equal number of full members from each country. The process by which museums are recommended for membership in FRAME shall be determined by the Board of Trustees.
Section 4: Annual Meeting
At least once per year, the Member Museums shall assemble for a general meeting (the “Annual Meeting”), at a time and place designated by the Board of Trustees, alternating between host museums in France and North America. A written notice of the Annual Meeting shall be delivered to each Member Museum in writing at least sixty days in advance.
The Board of Trustees shall provide at each Annual Meeting a report on the state of FRAME and its activities over the prior year.
At the Annual Meeting, Member Museums shall vote upon the admission of potential new members to FRAME, the election of FRAME Museum Representatives to the Board of Trustees, and any other matters referred to the Member Museums for a vote by the Board of Trustees.
Section 5: Voting Rights
Each Member Museum shall be entitled to one vote on each matter submitted to the Membership for vote at the Annual Meeting, irrespective the number of delegates representing the Member Museum. Unless otherwise required by these By-Laws, votes shall be determined by a simple majority of Member Museums voting.
Section 6: Quorum and Proxy Voting
At the Annual Meeting, a quorum shall constitute one-third of the Member Museums. Written proxies from Member Museums unable to send a delegate to the Annual Meeting shall be accepted, but such proxy shall not count towards a quorum. If a quorum is not present at the Annual Meeting, no votes shall be held.
Section 7: Membership Termination
A Member Museum may give notification of its intent to terminate its membership in FRAME at any time with such termination effective at the end of the calendar year. Any such notice of termination of membership shall be made in writing to the Board of Trustees with a detailed explanation therefor. The Co-Presidents of FRAME shall promptly forward any notification of termination to the Membership. For the avoidance of doubt, any Member Museum seeking to terminate its membership shall remain responsible for its membership dues payable in the current year.
The Board of Trustees may recommend the termination of a Member Museum to the Membership. Such recommendation shall be made in writing no later than sixty days before the next Annual Meeting, and shall include a detailed justification for the recommendation. The termination of the membership of a Member Museum shall be approved by a two-thirds supermajority of the Member Museums voting.
Article 4 – Board of Trustees
Section 1: Composition
The Board of Trustees shall consist of not fewer than fourteen and not more than twenty four members, as follows:
- the Co-President of FRAME in France (ex officio, the current Directeur des Musées de France),
- the Co-President of FRAME in North America (elected by a simple majority of the North American Trustees)
- the FRAME Director for North America (elected by a simple majority of the North American Trustees),
- the FRAME Director for France (a curator chosen by the Directeur des Musées de France),
- six to ten museum representatives, of which three to five from each side of the Atlantic, elected from the FRAME Members (“FRAME Museum Representatives”),
- four to ten members drawn from the philanthropic community (“Philanthropic Trustees”).
The Board of Trustees shall propose for election at the Annual Meeting a slate of candidates drawn from the Member Museums to serve as FRAME Museum Representatives. French Member Museums shall elect the French FRAME Museum Representatives, and North American FRAME Members the North American FRAME Museum Representatives, for staggered, renewable terms of three years, in each case by a simple majority vote. Philanthropic Trustees shall be appointed by the Board of Trustees for renewable terms of 36 months from the date of appointment. Philanthropic Trustees shall be expected to make annual donations to FRAME in conferral with the Co-Presidents and Treasurer.
Section 2: General Powers
The Board of Trustees shall set policies to guide the organization, determine priorities and conditions for FRAME sponsored projects, approve the annual budget, determine the amount of the annual membership dues, coordinate fundraising efforts, and shall generally oversee the day-to-day management of FRAME’s affairs by the FRAME Directors for France and North America.
Section 3: Officers
As FRAME is an American 501(c)(3) entity, the Board of Trustees shall elect from its North American Trustees a Co-President, Treasurer, and Secretary. Officers, other than the French Co-President, shall serve renewable terms of one year. The Co-Presidents collectively shall have executive power. In case of a tie of a vote of the Board of Trustees, the Co-Presidents shall have together a casting vote. The Treasurer shall oversee FRAME’s finances, approve signatory access to its funds, shall appoint an accountant, and shall be involved with the FRAME staff in financial audits and all aspects of FRAME’s relationships with the Internal Revenue Service. The Secretary shall be responsible for the written legal record of the Board meetings.
Section 4: Meetings
The Board of Trustees shall meet in person a minimum of one time per year in either France or North America with other meetings, in person or telephonic, to be called as necessary by a Co-President with one week’s notice. A quorum at meetings of the Board of Trustees shall be eight members included one Co-President and at least two representatives from each side of the Atlantic. If a quorum is not present at any meeting of the Board of Trustees, no FRAME business can be transacted.
Section 5: Committees
Committees may be formed or dissolved by the Board of Trustees in respect of specific matters. The Committee Chairs and members, appointed by the Board of Trustees, shall serve renewable terms of one year.
Article 5 - Offices and Administration
FRAME shall maintain offices in Paris, France under the auspices of the Direction des Musées de France (DMF), and at an American location determined by the Board of Trustees.
The day-to-day administration (e.g., communication with members, organization of Annual Meetings, financial administration, implementation of policies created by the Board of Trustees, etc.) and representation of FRAME handled by the Director of FRAME in France on behalf of the French Member Museums, and by the Director of FRAME in North America, for the North American Member Museums. These directors may be assisted in their duties by a coordinator on each side of the Atlantic.
Article 6 – Amendment
These By-Laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds supermajority of the Member Museums. Written notice of any proposed changes to the By-Laws must be given to all Member Museums in writing no later than sixty days prior to the Annual Meeting.
Article 7 – Transitional Provisions
Notwithstanding the foregoing, the initial members of the Board of Trustees shall be composed of the following individuals:
- Sylvain Amic
- Nathalie Bondil
- Connie Goodyear Baron
- Michel Hilaire
- Zoe Kahr
- Marie-Christine Labourdette
- Philippe de Montebello
- Alex Nyerges
- Joëlle Pijaudier Cabot
- Pierre Provoyeur
- Pierre Rosenberg
- Susan Talbott
- Davin Staats
- Jennifer Thomas
- Elisabeth Roche Wilmers
- Robert Wilmers
- Gary Wolff
providing however, that such initial composition of the Board of Trustees shall be brought into conformity with article 4 of these By-Laws no later than the 2015 Annual Meeting.
Adopted June 16, 2015