Annual Meeting

September 24, 2013, 5:30 pm

With nearly 100 years and internationally recognized exhibitions under its belt, the Akron Art Museum is doing anything but resting on its laurels. Hear first-hand about how the museum is transforming itself into a contemporary organization by redefining both the museum and its role in the community. Join the Board of Trustees and the new Executive Director and CEO Mark Masuoka for an evening of inspired visions and transformative conversations. Continue reading for the specifics of the meeting.

Not a member? Join now to attend the Annual Meeting.

Advanced reservations are now closed. You are welcome to attend the Annual Meeting without an advanced reservation. We look forward to seeing you tonight at 5:30 pm.

AGENDA

5:30pm Call to Order, President Dianne Newman
               Report of the President

  • Approval of the Minutes of the 2012 Annual Meeting
  • Treasurer’s Report
  • Approval of Board Elections (see below)
  • Approval of Code of Regulations (see below)

5:40 pm Presentation by Executive Director and CEO Mark Masuoka

6:15pm Adjournment

Board of Directors Elections

For election to a four-year term as Board Directors, the Governance Committee recommends the following:

  • Myriam Altieri Haslinger
  • Fred Bidwell
  • Jeff Bruno
  • Gordon Ewers
  • Richard Harris
  • Skip Radwany

Notice of Proposed Amendment of the Akron Art Museum Constitution and By-Laws by the Adoption of a New Code of Regulations

TO ALL AAM MEMBERS:

Notice is hereby given that the attached Code of Regulations (the “Code”) will be submitted to the AAM Membership for discussion and adoption at the Akron Art Museum Annual Meeting to be held on September 24, 2013, commencing at 5:30 pm. The Meeting will be held in the AAM Auditorium, One South High Street, Akron, Ohio 44308.

The adoption of the new Code will require the affirmative vote of two-thirds of the AAM Membership present at the Meeting. All Members present will be qualified to vote on the new Code.

The new Code reflects the work of a Task Force appointed by the Governance Committee to amend the existing AAM Constitution and By-Laws in order to bring AAM’s governing framework more in conformity with the updated Ohio Nonprofit Corporation Law (Chapter 1702 of the Ohio Revised Code) and to eliminate some inconsistencies between the Constitution and By-Laws. If adopted, the new Code will constitute AAM’s basic governance document, together with operating procedures of the AAM Board of Directors.

The new Code has been extensively reviewed, discussed and unanimously approved by the AAM Governance Committee, which recommends its approval by AAM membership.

In addition to the Code, a copy of the existing Constitution and By-laws is attached for review and comparison. At the Annual Meeting, AAM Officers and Governance Committee Representatives will summarize provisions of the new Code and be prepared to answer any questions about the Code and its amendment and supercession of the Constitution and By-Laws. However, the Governance Committee would draw Members’ particular attention to the following Code provisions:

1. Article III, Membership provides for membership classifications based on a dues structure and authorizes the Board to designate voting and general membership. It is contemplated that the Board may grant voting privileges to Director’s Circle-Level Members.

2. Pursuant to the Code, both the giving of notices and attendance at Meetings can be accomplished by the use of ‘authorized communication equipment’ as contemplated and defined in the Ohio Nonprofit Corporation Law. This authorizes the provision of email or telephonic notices and the participation in meetings by conference call, video or other electronic means. At the same time, provision is also made for sending notices by mail, courier or physical delivery if so requested by recipients. See Article IV, Section 6.

3. Article IX, Section 3 authorizes the appointment of an Audit Committee (which does not currently exist) and also provides that the Executive Committee could perform the audit function itself or delegate it to a subcommittee of the Finance Committee.

4. The Code provides that all Directors must be Voting Members and that Committee Chairs are to be recommended by the President and approved by the Board and must also be Directors, unless the Board determines otherwise.

5. Both the By-Laws and the Constitution contain a provision requiring that only the income from endowment funds can be used for AAM purposes. The Code does not contain a similar provision because, typically, such a restriction is more appropriately a Board policy rather than a Code requirement. In fact, current Board policy as to the use of endowment funds is even more restrictive than the By-Law/Constitution provisions.

If, in advance of the Annual Meeting, any Member has any questions or comments about the new Code, feel free to direct them in writing to the AAM Secretary or by email to cAlexander@AkronArtMuseum.org. Any Member may also request receipt of a mailed copy of the Code.

We urge Members to carefully review the attached documents and to attend the Annual Meeting at which the new Code will be discussed and adopted.

Sincerely,

Dianne Newman
Akron Art Museum President

Elizabeth Brumbaugh Hackett
Akron Art Museum Secretary

Akron Art Museum Code of Regulations

Akron Art Museum Constitution

Akron Art Museum By-Laws

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