American Association of Museums

“The executive committee shall be comprised of the officers of the corporation and at least one additional board member to be appointed by the affirmative vote of a majority of board members at a meeting at which a quorum is present. The chair of the board shall be the chair of the executive committee. The president shall be an ex officio non-voting member of the committee. The executive committee is the only committee authorized to act for the full board. Actions taken by the executive committee shall have the same force and effect as actions taken by the board. However, the executive committee may act only if (i) specifically authorized by these bylaws or by resolution of the board of directors or (ii) warranted by exceptional or emergency circumstances (e.g., an act of god). The executive committee shall report any and all actions it takes to the full board of directors as soon as possible, and no later than the next regular meeting of the board. The executive committee shall be responsible for conducting an annual review of the president's performance and assuring the reasonableness of their total compensation, and for reviewing, approving, and ensuring the reasonableness of compensation ranges for key employees and others who are disqualified persons within the meaning of section 4958 of the internal revenue code. The executive committee shall not be delegated the power to: (1) authorize distributions; (2) fill vacancies on the board of directors or the executive committee; or (3) adopt, amend, or repeal bylaws. The delegation of authority to the executive committee shall not operate to relieve the board of directors, or individual board member, of any responsibility imposed upon them by law.”

“Membership of the corporation shall be composed of individual and institutional members in such membership categories as the board of directors shall determine. Members shall not be eligible to vote. The admittance and continued membership of all members shall be subject to the approval of the board of directors. The membership structure and annual membership dues or other dues and assessments for membership or affiliation, as well as the privileges and responsibilities accorded categories of membership shall be determined by the board of directors.”

“The information for the federal form 990 is prepared by aam staff and delivered to a public accounting firm. Once the firm has prepared a draft, the audit committee of the board reviews it and it is then forwarded on to the entire board of directors for their review. The president & ceo reviews the return prior to signature and providing e-file authorization to the accounting firm.”

“The alliance staff, board of directors, and volunteers act in the best interest of the alliance rather than in furtherance of personal interests or the interests of third parties, such as friends and family. Decisions about the alliance and the use or disposition of its assets are made solely in terms of the benefits to the alliance and are neither influenced nor appear to be influenced by any private profit, personal gain, or outside benefit for staff, board of directors, and volunteers; their friends and family members; or any organization or company with which they are affiliated. On an annual basis, all officers, board of directors, and key employees shall be provided with a copy of the conflict of interest policy and required to complete and sign an acknowledgement and disclosure form prepared by the board of directors. If a conflict arises in regards to a board member, the member immediately notifies the chair; that member will then recuse him/herself from any voting on a related issue, and will also not be counted towards a quorum on a related issue. For officers and key employees, a conflict would immediately be reported to management and appropriate action would be taken depending on the individual issue.”

“The executive committee of the board of directors (bod) has the responsibility for reviewing and setting the president & chief executive officer (ceo) and other key staff's compensation package. The committee reviews market data along with the president & ceo and other key staff's performance in determining what an equitable compensation package should be. In turn, the president and ceo is charged with preparing evaluations for the alliance's senior management team based on each individual's performance during the current year. This data is then used by the president & ceo in setting compensation packages for the senior management team. The last compensation review for the president & ceo was performed in 2024.”

“The alliance's most recent annual report, audited financial statements, and irs form 990 are available on its website and upon request. The alliance's governing documents and conflict of interest policy are made available on a per request basis.”

“Contractors: program service expenses 1,231,849. Management and general expenses 607,655. Fundraising expenses 33,004. Total expenses 1,872,508.”