CIMAM Bylaws

PART I

NAME, PURPOSE, HEADQUARTERS AND SCOPE

Article 1 Under the name of the International Committee for Museums and Collections of Modern Art (CIMAM), hereinafter CIMAM, an Association is constituted under the Organic Law 1/2002, 22 March, and complementary regulations, with a legal personality and the full capacity to act on a not-for-profit basis.

Article 2 This Association is constituted indefinitely.

Article 3 The aims of this Association are:

• Formulate and carry out a program related to modern and contemporary art and professional matters related to this activity;

• Encourage scientific research in this field;

• Provide a forum for communication, cooperation and exchange of information between museums, visual arts professionals, artists and others interested in modern and contemporary art;

• Represent the interests of artists, museums of modern art and professionals related to the visual arts who work in the public and independent sector.

Article 4 The Association performs the following to fulfil these aims:

• Organization of an Annual Conference based on a topic for discussion and investigation among invited speakers and conference attendees, who are largely CIMAM associated members, but who may also be other museum and contemporary art collection professionals.

• Publication where the papers and conclusions presented at the Annual Conference are presented. The publication is in digital format (PDF) and is available to all interested parties free of charge through the CIMAM website.

• CIMAM TV: The Association makes a Vimeo channel available to all stakeholders for free through its website, which holds videos of the presentations and interventions made during the Annual Conference.

• A Travel Grants Program to promote equality and the participation of contemporary art professionals from different countries and regions of the world in the Annual Conference.

• Free admission for associate members of CIMAM for participating institutions, museums and collections worldwide.

• Travelling exhibition program to encourage resource sharing and collaboration among institutions, by offering museums associated to CIMAM an area to post information on available travelling exhibitions. The information is accessible to all interested parties free of charge at the CIMAM website.

• Contemporary Art Museum Observatory and newsletter: Information about the different situations of museums and collections around the world, and in regions affected by the economic crisis and global politics; as well as sending information about CIMAM activities and programs.

• CIMAM associated membership program (see Part IV).

Article 5 The Association has its registered office at Fabra i Coats, C/Sant Adrià, 20, Barcelona, 08030, Spain. CIMAM operates mainly in the Spanish geographical area, but also internationally where some of its associate members reside and parts of the General Assemblies are held.

PART II

BOARD OF DIRECTORS

Article 6

Article 6.1 Composition: The Association will be managed and represented by a Board consisting of a President, a Secretary-Treasurer and at least 10 other members elected by associate members of CIMAM. The number of Board members will not exceed 15, including up to a maximum of 3 additional members co-opted by the Board if required. All members of the Board provide their services on a voluntary basis.

Article 6.2 Election and duration of the positions: Board members will be nominated for a period not exceeding 3 years at a General Assembly by members with a right to vote. Board members may be reappointed up to a maximum of 2 additional times if they wish and remain eligible for this purpose. Thus, no-one can be a Board member for more than 9 years continuously. However, the President and Secretary-Treasurer may be re-elected only once without interruption; i.e. for a total of 6 years.

The new elected Board, along with the outgoing, must then elect the new President and Secretary-Treasurer from among the members of the newly elected Board and inform members of the results of this election during the General Assembly.

No more than 3 members from a country can sit on the Board at any one time to ensure adequate geographical representation amongst it and for other strategic reasons. The term of office of co-opted members is at the discretion of the Board.

Any member of CIMAM of good standing is eligible for election or co-option to the Board, subject to the limitations imposed by the articles of association; although being of age, in full possession of civil rights and not falling within grounds of incompatibility as established by law are prerequisites. Preference will be given to candidates who are actively working in museums and related institutions. Candidates for election to the Board may be submitted by any active member of CIMAM (i.e. those who have met the CIMAM membership fees).

Article 6.3 Election to the Board: The Board of Directors will be elected by the vote of active members at the CIMAM Ordinary General Assembly. The outgoing Board will invite nominations for the next Board at least 4 months before the General Assembly. The Board will electronically inform all members entitled to vote of the names and qualifications of the candidates at least 2 months before the start of the Assembly. Existing members of the Board who wish to stand for re-election should inform the Secretary-Treasurer within the same period of time so that their names can be included in the list of candidates. Active members unable to attend the General Assembly can vote directly via email or online, by making sure their votes reach the executive team at least 1 week before the start of the Assembly.

Article 6.4 Reasons for terminating the position: Board members may resign from their posts before their mandated period ends if they:

• Resign for any reason;
• Cease to be a full member;
• Fail to attend 3 consecutive Board meetings without providing any justification to the Board of the circumstances involved.

Article 6.5 Terminating a Board position: The President chairs the Board. When a president cannot complete his term of office, the Board will select one of the Board members to act as President by a simple majority until the next election. When a Secretary-Treasurer is unable to complete his term of service, the Board will select one of the Board members to act as Secretary-Treasurer by a simple majority until the next election. The time a Board member acts as Secretary-Treasurer will not count as time dedicated as an elected official. If a Board member is unable to complete his term of service, the position will remain vacant until the next election.

Board members who have surpassed the period for which they were elected can continue to hold office until a replacement is accepted.

Article 6.6 Frequency of Board meetings: The Board will meet at least once a year or as deemed necessary by its President or at the request of one-third of the associate members. Advance notice of 30 days will be communicated via electronic means.

Article 6.7 Valid constitution of the Board: The quorum for Board meetings will be one-third of Board members present in person or by teleconference.

Board members may delegate their votes to another in case of excused absence.

The Board approves decisions by a simple majority vote, with the President having a casting vote, in the case of a tie.

Article 6.8 Board Powers: In general, all aims of the Association come under its powers. Particular powers of the Board are:

a) Directing company activities and financially and administratively managing the Association, with the CIMAM Board being able to contract staff to perform the financial and administrative management. The executive team will be hired under the employment laws of the country in which the Association is registered.
b) Implementing the resolutions of the General Assembly.
c) Deciding on the admission of new associate members.
d) Creating working groups with specific mandates to facilitate the implementation of its program. Each working group will designate a coordinator from among its members to report at each General Assembly on the progress made in fulfilling its mandate. Each of these Assemblies will review the need for these working groups and renew their mandates, if necessary.
e) Any other power that is not the exclusive competence of the General Assembly of members.

Article 6.9 Board member powers:

a) President: To represent the Association in all kinds of public or private bodies; call, preside, close and direct the proceedings of General Assemblies and Board meetings; order payments and authorise documents, minutes and correspondence by signing; adopt any urgent measure for the proper operation of the Association and advise on the progress of its activities if required or desirable, without prejudice to subsequent accounting to the Board.

b) Secretary-Treasurer: Formulating and submitting the balance sheets and financial statements for the approval of the General Assembly; keeping the minutes of General Assemblies and Board meetings; issuing certifications; maintaining legally established Association books and the associates file and keeping the documentation of the Organization; facilitating communication regarding Board appointments and other registrable company agreements to the corresponding Registries, as well as fulfilling the documentary obligations in accordance with the law; collecting and keeping the funds of the Association and complying with payment orders issued by the President.

c) Members: Responsible for managing the affairs of CIMAM and ensuring the International Council of Museums (ICOM) statute requirements and these standards are met.

Before it is held, the Board will ensure that no member of the Association is prevented from attending a CIMAM meeting by the Government of the host country.

Each calendar year, the Board will prepare a report on the Association activities during the previous year which will be sent to all members and discussed in the General Assembly.

After consulting with as many Association members as possible, the Board will appoint 3 members of the Association with a voting right to vote on its behalf in an ICOM General Assembly and in electing the Executive Council, or if the Association thinks it will not be represented in the Assembly.

The Board will ensure that CIMAM members are always properly informed of the work of the Board, the Association’s plans for activities and any other matters pertinent to the work and functions of CIMAM. It may publish a regular newsletter or communicate with members by any other means it considers appropriate.

PART III

GENERAL ASSEMBLY

Article 7 General Assembly: This is the supreme governing body of the Association and will consist of all associate members.

Article 7.1 CIMAM will hold an ordinary General Assembly every year to approve the Board management, the budget and the annual accounts, if appropriate.

Article 7.2 CIMAM will hold an extraordinary General Assembly when deemed necessary to fulfil its objectives and implement its program, when the Board agrees to it or when requested by at least 10% of associate members.

Article 7.3 Notices of General Meetings will be sent electronically with the place, day and time of the meeting, the agenda and a concrete expression of the matters to be discussed. The dates and location of the notice for the General Assembly will be communicated to Association members at least 6 months in advance, so the date and time of the second notice for the Assembly can be recorded, which must be at least one hour later than the first.

Article 7.4 General Assembly powers:

a) Submit a report on the work done by the Association during the previous year;
b) Report on the finances of the Association during the previous year;
c) Submit a revised annual draft of the CIMAM program and approval of the proposed program for the following year;
d) Present a review of the working group activities and renew their mandates, if appropriate;
e) Examine and approve the annual accounts;
f) Approve the budget for the following year;
g) Approve the management of the Board;
h) Elect Board members;
i) Approve ordinary or extraordinary fees;
j) Approve the dissolution of the Association;
k) Approve any amendments to the Articles of Association, including a change in the registered office;
l) Approve the arrangement or disposition of assets;
m) Any other competence not attributed to another company entity.

Article 7.5 The following require agreement from an Extraordinary General Assembly convened for that purpose:

a) Amendments to the Articles of Association, including a change in the registered office;
b) Dissolution of the Association.

Article 7.6 Both ordinary and extraordinary General Assemblies will be validly constituted at the first call when 50% of the voting associate members are present to vote in person or online; they will be validly constituted on the second call, irrespective of the number of associate members eligible to vote.

Article 7.7 Each member will have 1 vote on any matter submitted to the Association in the CIMAM General Assemblies.

Article 7.8 Decisions will be taken by a simple majority of those present or represented in favour of a motion compared to those against; null votes or abstentions will not be included in this count. A qualified majority of those present or represented will be needed when the voting result exceeds half of these for:

a) Dissolution of the Association;
b) Amendments to the Articles of Association, including a change in the registered office;
c) Arrangement or disposition of fixed assets.

PART IV

CIMAM ASSOCIATE MEMBERS

Article 8 CIMAM Associate members program:

Individuals and Organizations wishing to join the CIMAM members program accept the ICOM Museums Code of Ethics and General Principles on Conditions of Deaccession from Modern and Contemporary Museum Collections.

Applications may be submitted at any time.

Institutions and individuals applying for CIMAM membership do not need to be ICOM members. CIMAM Board members evaluate each request separately, and all individual and institutional applications submitted are subject to final approval by the CIMAM Board.

Admission to CIMAM will be effective after approval of the request by the CIMAM Board, issuing of the corresponding invoice by the CIMAM offices and receipt of the appropriate fee for the current triennium.

To maintain the current membership, CIMAM members are recommended to renew payment of their fee every 3 years, without resubmitting the application for membership.

CIMAM membership is open to:

1. Contemporary or modern art museums* that have been open to the public for over 5 years and can demonstrate they have a governance structure that fits the definition of what constitutes a museum.

Directors and curators of museums of modern and contemporary art.

2. Modern and contemporary art collections may join CIMAM if they have been open to the public for over 5 years and can demonstrate they have an appropriate governance structure and a museological nature. Management of key museum functions (collection, conservation, research, exhibition and mediation) should be carried out by professionals. Museums and private collectors are also invited to apply to become CIMAM sponsor members.

The commissioners, directors and owners of public and private modern and contemporary art collections can also join CIMAM if they can demonstrate they have a museological nature. Most of their field of professional activity must be related to the basic functions of a museum.

3. Modern and contemporary art archives of outstanding value may join CIMAM if they have been open to the public for over 5 years and can demonstrate they have an appropriate governance structure and a museological nature. Management of key museum functions (collection, conservation, research, exhibition and mediation) should be carried out by professionals.

The commissioners, directors and owners of public and private modern and contemporary art archives can also join CIMAM if they can demonstrate they have a museological nature. Most of their field of professional activity must be related to the basic functions of a museum.

4. Independent curators of modern and contemporary art may join CIMAM if they can demonstrate they have a museological nature. Most of their field of professional activity must be related to the basic functions of a museum.

5. Institutions such as exhibition halls, kunstvereins and modern and contemporary art centres without their own collection may not join CIMAM unless they have been open to the public for over 5 years, are related to the basic functions of a museum and can demonstrate they have an appropriate governance structure. Management of key museum functions (collection, conservation, research, exhibition and mediation) should be carried out by professionals.

Commissioners and directors of exhibition halls, kunstvereins and modern and contemporary art centres without their own collection may not join CIMAM unless they can demonstrate they have a museological nature and have an appropriate governance structure. Most of their field of professional activity must be related to the basic functions of a museum.

6. Biennial or triennial samples or those from Organizations of periodic modern and contemporary art events may not join CIMAM, as they do not meet the definition of a museum established in the ICOM articles of association. However, they are invited to join as CIMAM sponsor members.

Commissioners and directors of biennial, triennial and Organizations of periodic modern and contemporary art events may not join CIMAM unless they can demonstrate they have a museological nature. Most of their field of professional activity must be related to the basic functions of a museum.

7. Commercial modern and contemporary art galleries may not join CIMAM, as they do not meet the general criteria established in the ICOM articles of association.

The articles of association are very clear about this: museums are unmistakably non-profit institutions if they are not engaged in business. Thus, a gallery cannot be constituted as an institutional member of CIMAM.

Gallery curators and directors and modern and contemporary art dealers may not join CIMAM, as they do not meet the general criteria established in the ICOM articles of association.

While galleries and art dealers often collaborate with museums and frequently have museum professionals as consultants or as members of advisory committees, the nature of the role and business of galleries and art dealers are fundamentally different to that of a museum. Galleries have their own Organizations to represent and defend their interests, and are associations where museum professionals have no place, by definition. CIMAM is a professional association created for museum professionals, whether from the museum staff itself or external collaborators of the museum.

8. Architect companies may not join CIMAM, as they do not meet the general criteria established in the ICOM articles of association.

Architectural employees or independent firms of architects may not join CIMAM unless they can establish a significant link between their work and museum work. Most of their business must be related to the basic functions of a museum (collection, conservation, research, exhibition and mediation).

9. Embassies, consulates and artistic associations may not join CIMAM, as they do not meet the general criteria established in the ICOM articles of association. Generally speaking, they have spaces for exhibitions, but their main business is not museological or related to the functions of a museum.

The staff of embassies, consulates and artistic associations may not join CIMAM unless they can establish a significant link between their work and museum work. Most of their business must be related to the basic functions of a museum (collection, conservation, research, exhibition and mediation).

10. Publishers, art transport companies, companies that produce or sell products to museums, nor their owners or employees may join CIMAM, as they do not meet the general criteria established in the ICOM articles of association.

11. Members of boards of directors, foundation boards and other consultative bodies of a museum may not join CIMAM unless they can establish a significant link between their work and museum work. Most of their business must be related to the basic functions of a museum (collection, conservation, research, exhibition and mediation).

*ICOM articles of association, definition of a museum: “A museum is a permanent, non-profit institution, serving society and open to the public, which acquires, conserves, researches, exhibits and communicates both the tangible and intangible heritage of humanity for the purposes of study, education and recreation.”

The condition of Associate member is not transferable.

Article 9 The Association will have the following classes of members:

a) Individual or Institutional Members who have been accepted as members by the CIMAM Board,
b) Members donating to CIMAM and
c) Honorary Members, who have served on the CIMAM Board and are considered to have performed outstanding services on behalf of CIMAM. They are appointed for life without having to pay any fee. In special circumstances, honorary members may form a special Advisory Committee to the Board.

Article 9.1 Terminating the association with CIMAM: Membership of CIMAM with a right to vote will cease if the member:

a) Voluntarily resigns from the Association,
b) Does not provide the subscription fee for the services agreed for a period of 3 years, unless an exemption has been previously agreed.

Article 10 Members’ rights

• Individual, Institutional and Honorary:

a) Once applicants have been admitted as members of CIMAM by the Board, they acquire certain rights, such as that of participating in activities and programs and attend meetings organised by the Association.
b) Persons who are admitted as members of CIMAM by the Board are entitled to vote at CIMAM meetings, stand for election to the Board, vote in elections to the Board and be appointed as representatives of CIMAM to vote in the ICOM General Assembly and the ICOM General Conference.

• Contributors:

a) Once applicants have been admitted as members of CIMAM by the Board, they acquire certain rights, such as that of participating in activities and programs and attending meetings organised by the Association; although they are not entitled to vote.

Article 11 Members’ obligations

Individual and Institutional:

a) Comply with these Articles of association.

b) Pay the fees established.

c) Accept the ICOM Code of Ethics for Museums and General Principles on Conditions for Discontinuing CIMAM Works.

Contributors and Honorary:

a) Comply with these Articles of association.

b) Accept the ICOM Code of Ethics for Museums and General Principles on Conditions for Discontinuing CIMAM Works.

PART V

FINANCIAL SYSTEM

Article 12 CIMAM finances

CIMAM is empowered to raise the funds it deems necessary for its operations. It can impose an annual membership fee for its members, renewable every 3 years, and is also empowered to impose specific fees for specific services.

Article 12.1 The Association may impose any registration fees deemed necessary for participation in the General Assembly and other meetings.

Article 12.2 The Association may receive grants and donations and accept subscriptions from sponsors.

Article 12.3 The Association may produce and sell publications at its own charge, but will inform the ICOM Director before doing so.

Article 12.4 All amounts received by CIMAM will be paid into a bank account created for this purpose and all payments made on behalf of CIMAM will be issued from this account.

CIMAM will maintain proper records of all amounts received and spent each year, and will present a financial report to the members at each CIMAM General Assembly.

Article 12.5 CIMAM will forward a copy of the Association financial report to the ICOM Director General for submission to the Executive Council.

Article 12.6 CIMAM will follow European and Spanish tax regulations. The fiscal year will begin on January 1 and end on December 31.

Article 12.7 On May 22, 2015 CIMAM was registered as a non-profit association in Spain with an initial balance of €89,783.63, of which €74,842.86 will be deposited in the La Caixa bank (Caixa d’Estalvis i Pensions de Barcelona), account no 2100-3275-24-2200070822 in the name of CIMAM, and €14,940.76 deposited in the bank HSBC France in Paris, account no 05110017884EUR in the name of CIMAM.

PART VI

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 13 Amendments to the CIMAM Articles of association:

The CIMAM Articles of association adopted by the General Assembly may be amended at any subsequent General Assembly, notwithstanding the change affecting the provisions of Article 7 of the Organic Law 1/2002, which requires the resolution to be adopted by the General Assembly convened specifically for that purpose and must be registered after a period of 1 month has elapsed.

Article 13.1 Any proposed amendments to the regulations must be made and seconded by full members of the Association. The text of any proposed amendment, together with explanatory material, will be submitted to the Board President at least 28 days before the General Assembly in which it will be discussed.

Article 13.2 Approval and amendment of the regulations require a 75% majority of members.

PART VII

DISSOLUTION OF THE ASSOCIATION

Article 14 Dissolution of CIMAM

The Association may be dissolved by decision of the CIMAM General Assembly in accordance with the qualified majority of members consulted.

Article 14.1 If the Association is dissolved, any assets will be transferred to the ICOM headquarters and be disposed of as the Executive Board deems appropriate, providing this does not undermine the non-profit nature of the Association.

Barcelona, May 22, 2015