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April 25, 2013
1. Name and Seat
1.1 The name used by the association in every day communication is “EXARC: International Association of
1.2 The address of the EXARC website is exarc.net.
2.1 EXARC and ICOM
2.1.1 EXARC is an ICOM affiliated organisation. ICOM is the International Council Of Museums.
2.1.2 The activities of EXARC are governed by the ICOM Statutes and Code of Ethics, in accordance with ICOM's current Strategic Plan.
2.1.3 EXARC is represented at ICOM by its Chairman or representative, and at the ICOM General Assembly as determined by the ICOM Policies.
2.1.4 EXARC’s Charter and bylaws are drawn up in concordance with the ICOM Rules for Associated Organisations.
2.1.5 EXARC shall operate within the generally accepted framework of ICOM with respect to EXARC’s specific theme.
2.1.6 The Chairman of EXARC shall ensure that EXARC’s activities and financial accountability do not compromise ICOM.
3.1 Membership process
3.1.1 Following article 3.2 of the Charter, conferment of member status requires the confirmation of the Board, or the Director in case of individual members.
3.1.2 Anyone applying for membership must fill out the survey on the EXARC website. The Director will consult with neighbouring members to see if there are objections to the application.
Grounds for an objection include, but are not limited to:
• Failure to maintain high standards of ethical and responsible behaviour in the delivery of activities related to EXARC's objectives as set out in the Association's Charter.
• The existence of unresolved legal proceedings against an applicant
• Evidence for the propagation of political or religious beliefs not in keeping with the ethics of the Association.
The consultation period shall last for six weeks after which the Director will pass his / her findings to the Board. The Board will consider the application and respond to the applicant within a further four weeks.
3.1.3 If an application for membership is denied by the Board, the Board will inform the applicant of the decision and will offer an opportunity to appeal. Appeals are considered at the next Board meeting after the request for appeal is made. If the Board refuses an application, the decision is binding for 18 months.
3.1.4 The EXARC membership application process is open to all ICOM members in good standing upon request and without undue delay or restrictions.
3.2 The Board has the right to terminate a membership if evidence becomes available that a member has undertaken activities which conflict with the objectives set out in the Association's Charter.
3.3 Members failing to pay their subscription for two consecutive years will have their membership suspended.
4. Member’s Obligations
4.1 Subscription fees
4.1.1 Following article 4 of the Charter, the current subscription fees are detailed on the website. Copies of this information are also available upon request to the Board.
4.1.2 Those new members whose applications are accepted in October or November receive a discount on that year's subscription; those whose applications are agreed in December receive the current year free on condition that they provide payment for the following year.
4.2.1 Following article 4 of the Charter, the Director makes available on the website the charter, the bylaws and current decisions taken by the Board and by the members’ meetings. Copies of these are also available upon request to the Board.
5. The Board
5.1 After each AGM, the Board members draw up a contract between themselves agreeing on how the Board's duties shall be carried out and divided between Board members. The Board must work in accordance with the Charter, the By-Laws, the decisions of the AGM and the Board contract.
5.2 The role of the Director
5.2.1 Following article 6.3 of the Charter, the Board appoints a Director for EXARC. The duties of the Director are defined in writing between the Board and the Director. The Director is in charge of the day to day running of the Association, and coordinates the work of any additional members of the Secretariat.
5.3 The running of the association
5.3.1 Following article 6.1 of the Charter, matters of daily business are the duty of the Director. In specific cases, the Director may choose to discuss such duties with the Chair.
5.4 Election to the Board
5.4.1 Following articles 6.3 and 6.4 of the Charter, election to the posts of Chairman, Vice-Chairman, Secretary and Treasurer will take place at the members’ meeting. The Chairman will be elected before the other Board members. Any other positions in the Board are appointed by the Board from within the Board membership.
5.4.2 A majority of the Board membership must be ICOM members, or become ICOM members, within one year of being elected.
5.4.3 A person may be elected to the same position for no more than two successive three-year terms, but may continue as an Ordinary Board member or an Officer of the Board for two further three-year terms if subsequently elected to a different position.
5.5 Board meetings
The format and procedures of Board meetings are defined in the Board Contract, which will also define who will be entitled to attend Board meetings in addition to the Board members and the Director.
5.6.1 Following article 6.10 of the Charter, the Board can establish workgroups consisting of members who prepare advice for the Board.
6. Annual General Meeting
6.1 Convening the meeting
6.1.1 Following article 7.1 of the charter, the Director shall convene the meeting of members in agreement with the local organisers. The Director will also draw up invitations to be extended by the Board to special guests such as:
• Representatives of the host country
• Members of the National ICOM Board in the host country
• Persons whose participation in discussions is desirable.
6.1.2 The agenda of the annual meeting of members must perform the following functions:
• Establishing if the AGM is able to take decisions
• Verifying that the meeting was called early enough
• Verifying that the agenda for the meeting has been agreed
• Annual and financial reports of the previous year
• Auditors’ Report on the previous year’s finances
• If agreed, dismissing the old Board following Article 6.4 of the Charter
• Appointing new Board members
• Appointing new Auditors
• Presentation of the plan for the forthcoming year
• Adoption of a budget for the forthcoming year and setting the annual contribution
• Mixed matters the members bring to the table
6.1.3 Members have the opportunity to suggest points for the agenda at least ten days before the meeting. Members must be notified of any changes in the agenda within seven days of the meeting.
6.2 Convocation of the meeting
6.2.1 Following article 7.5 of the Charter, a members’ meeting can be called by the Board or by agreement of a minimum of 5% of the membership.
6.2.2 The convocation and other aspects of order of the meeting of members is organised as follows. A call for meeting of members is sent to all members in writing at least three weeks before the meeting, accompanied by the agenda and relevant files, such as (in case of the annual meeting) the report and financial report of the past year. All these files will also be published on the EXARC website at least three weeks ahead.
6.2.3 Vacant position(s) on the Board as well as a call for candidates for these positions will be clearly addressed in the convocation for the meeting of members.
6.3 Voting procedures
6.3.1 Following article 7.2 of the Charter, on a member’s request votes may be held by secret ballot. In case of parity of votes a decision shall be reached by drawing lots.
6.4 Proxy votes
6.4.1 Following article 7.4 of the Charter, no member can be authorised to exercise the votes of more than three other members.
6.5 Minutes of meetings
6.5.1 Following article 7.3 of the Charter, the Director will provide all members with minutes of the members’ meeting within two months.
7. The resources
7.1.1 Any recurring services which incur costs are to be reviewed annually by the Board prior to renewal.
7.1.2 The Board decides annually about remuneration for its staff and volunteers.
7.1.3 EXARC follows general depreciation rules as formulated by Dutch law. Anything with a value below € 450 is depreciated within the same year for 100%.
7.1.4 In general, neither travel costs nor subsistence costs incurred by Board or other members when fulfilling their tasks for the association are refundable. If reimbursement is possible from unrestricted funds, the amount will be determined by the Board, following general rules as formulated by Dutch law.
Following article 9.4 of the Charter, the meeting of members may appoint 2 auditors from their membership. The auditors are required to check the books and advise the annual meeting about discharging the Board or not. The Board shall hand over any documentation needed for the auditors to come to a complete and valid judgement at least 14 days before the annual meeting.
8. Amendment of charter
Following Article 11.3, any positive balance remaining after liquidation needs to be transferred to an ANBI organization with a similar goal.
This project has been funded with support from the European Commission. This publication [communication] reflects the views only of the author, and the Commission cannot be held responsible for any use which may be made of the information contained therein.
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