Bylaws

ARTICLE 1 - NAME AND SEAT
1. The name of the association shall be: Association of European Jewish Museums (AEJM).
2. The seat of the association shall be in Amsterdam.

ARTICLE 2 - OBJECTS AND MEANS
1. The objects of the association are:
to promote the cooperation and communication between the various museums and museum services in Europe, focused on the Jewish culture and/or history, and to promote the interests of such museums and museum services.
2. It shall strive to achieve these objects by, inter alia:
- disseminating information on the activities of the various museums and museum services involved;
- formulating and conducting programmes which can be used by the various museums and museum services;
- attracting funds for the benefit of activities of the various museums and museum services in general or for less prosperous museums and museum services in certain parts of Europe.
3. A museum or museum service is a permanent institution for the benefit of the community and its development, accessible to the public, not aimed at making a profit, which acquires, maintains, scientifically studies and presents the material evidences of man and his surroundings and provides information about them for the purposes of study, education and pleasure.
4. The association may stipulate rights and assume liabilities on behalf of the full members.

ARTICLE 3 - DURATION
The association has been formed for an unlimited period of time.

ARTICLE 4- MEMBERS
1. The association has:
- full members, who are members within the meaning of the law, and who are entitled to vote;
- associate members, who are not members within the meaning of the law, and who are not entitled to vote. Any reference in these articles to members, refers to both full members and associate members, unless it is stated to be otherwise or is apparent from the context.
2. Only legal entities registered in Europe operating a museum or museum service focused on the Jewish culture and/or history and employ at least one paid full-time professional whose primary responsibility includes: the acquisition, the maintenance or the exhibition to the public of objects which are the property of or used by the museum or the museum service, may be full members.
3. Associate members may only be natural persons or legal entities who can make a substantive contribution to the activities of the museums and museum services focusing on the Jewish culture and/or history.
4. The general meeting can, by means of supplement by laws, establish further rules for the requirements for the admission of full members and associate members.
5. The legal entity wishing to become a full member and the legal entity or natural person wishing to become an associate member shall apply in writing to that effect to the association's secretariat. The general meeting shall decide whether a candidate is to be admitted as a full member or an associate member.

ARTICLE 5 - BENEFACTORS
The association shall furthermore have benefactors. Benefactors are those individuals or legal entities who have addressed the board as such and who have been admitted by the board. They support the association via a financial contribution, the minimum of which shall be determined by the general meeting.

ARTICLE 6 - TERMINATION OF MEMBERSHIP
1. The membership shall terminate:
a. when the member ceases to exist or, if a natural person, dies;
b. upon the written termination by the member; this termination may be effected at all times as
per the end of a calendar year with a period of notice of three months;
c. upon the written termination by the association; this termination may be effected by the board at all times and without observance of a period of notice, when the member ceases to meet the requirements for membership set by the articles, as well as in the event the association cannot reasonably be expected to continue the membership;
d. by expulsion; such expulsion may only be pronounced by the board when the member acts
in contravention of the articles, supplement by laws or resolutions of the association or prejudices the association unreasonably.
2. The member in respect of whom a decision for expulsion or termination of membership on behalf of the association has been made, shall be given written notice of the decision as soon as possible, which notification shall state the reasons for same. Said person may appeal to the general meeting within four weeks after receipt of the notification. The appeal must be filed with the secretariat in writing.
3. During the term of appeal and pending the appeal said person shall be suspended, such on the understanding however that such person shall be entitled to attend and address the general meeting at which the decision on the appeal is to be made. However, the full member in question shall have no vote on the question.

ARTICLE 7 - OBLIGATIONS
1. The contributions and other payments due from the full members and the associate members
respectively per category shall be fixed by the general meeting.
The general meeting will divide the full members into three different categories (small, medium-sized and large) on the basis of their full-time equivalence of personnel and regular volunteers and fix separate contribution amounts for each.
The limits of each of the categories are established by supplement bylaws.
The general meeting can also resolve that a registration fee set by the general meeting be due upon commencement of the membership.
2. The board shall determine the deadline by which, and the manner in which the financial obligations must be fulfilled.
3. Unless otherwise resolved by the board, if the membership has commenced or been terminated in the course of a year, the contribution shall be due for the entire year.
4. The general meeting is empowered to impose other obligations upon the full members.

ARTICLE 8 - BOARD
1. The management of the association and its assets is vested in the board.
2. After obtaining the prior approval of the general meeting, the board is authorized to decide to enter into agreements for the acquisition, sale and encumbrance of registered property and to enter into agreements whereby the association commits itself as surety or as joint and several debtor, quaranties performance by a third party or commits itself to provide security for the debt of another.

ARTICLE 9
1. At least three members of the board shall be natural persons.
The number of board members shall be fixed by the general meeting.
The board shall have a chairman, a vice-chairman, a secretary and a treasurer.
One person may hold a combination of two positions.
Only board members, directors and other management employees of the museum or the museum service of a full member (hereinafter referred to as: representatives, are eligible for election as members of the association's board. No more than one board member, director or other management employee per member can have a seat as a representative on the association's board. The board members are elected and can be suspended and dismissed by a resolution of the general meeting. The chairman is elected to the position.
2. In accordance with a schedule prepared by the board, at least one board member shall resign annually, immediately after the close of the annual meeting.
The board can resolve that more than one board member is to resign annually.
Resigning board members are immediately eligible for re-election.
3. Newly-elected board members assume their duties immediately after the close of the meeting in which they have been elected and take their predecessor's place on the schedule for resignation. The general meeting can, however, set another time for the assumption of duties.
4. A board member may resign at any time.
Furthermore, membership on the association board ends upon termination of the membership of the member for which the association board member is a representative and when the position as board member, director or other management position of the person in question with the member terminates.
5. In the event of a vacancy on the board, a general meeting shall be held within two months to fill the position, unless the board resolves to wait until the next proposed general meeting to fill the position. The board continues to constitute a competent body during the existence of one or more vacancies.

ARTICLE 10
1. The chairman shall determine when and where a board meeting is to be held.
A meeting of the board shall be convened by the chairman or on behalf of same by the secretary.
2. The chairman fixes the agenda, though upon the request of at least two other board members
he is obligated to place a given subject on the agenda.
3. Valid resolutions shall be passed by an absolute majority (more than half) of the valid votes
cast. Each board member has the right to cast one vote. In the event of a tied vote, the chairman has a deciding vote.

ARTICLE 11 - REPRESENTATION
1. The board represents the association, to the extent not otherwise provided by law.
2. Representative authority is also vested in the chairman acting alone, or two other board members acting jointly.
3. The board is empowered to grant a board member and/or one or more third persons the authority to represent the association. The limitations of this authorization are to be set forth in writing.

ARTICLE 12 - GENERAL MEETINGS
1. A general meeting (annual meeting) shall be held at least once annually, within six months
after the close of the financial year.
The general meeting can however extend the stated period of time separately for each year.
2. Furthermore, a general meeting shall be held whenever the chairman so provides or pursuant to a board resolution. The chairman is obliged to convene a general meeting upon the written request to that effect, precisely stating the subjects to be addressed, sent to the board by at least that number of full members as are jointly entitled to cast one/tenth of the votes in a general meeting. If neither the chairman nor the board takes action on a request of that nature to the effect that the meeting is held within four weeks, the parties making such a request are empowered to proceed to convene the meeting themselves, to consult the membership registry for that purpose, to fix an agenda and to appoint the chairman and minutes secretary of the meeting.
3. The chairman of the board shall preside over the meetings. In the event of the absence of the chairman, or if the position of the chairman is vacant, the board shall appoint a person from among its members to preside over the meeting. All of this shall be subject to due observance of the provisions of paragraph 2 of this article.
4. By means of their representative, every full member shall have access to the general meeting, and is authorized to address it and submit motions there. Associate members also have access to the general meeting and are authorized to address the meeting.
5. Via their representative, full members are entitled to vote in the general meetings, to wit, the full members within the meaning of article 7 paragraph 1 in the category "small": one vote; in the category "medium-sized": two votes and in the category "large": three votes.
6. The general meeting may adopt supplement of bylaws.
7. The general meeting shall decide in all cases for which the law, these articles or any supplement bylayws make no provision.

ARTICLE 13
1. The agenda of the annual meeting shall include at least the following points:
a. election of one or more members of the board;
b. discussion of the annual report published by the board concerning the course of affairs in
the association and the policy pursued;
c. adoption of the balance sheet and statement of revenues and expenditures with explanatory note prepared by the board, which documents are to be signed by all board members; if the signature of one or more of them is missing, then this fact shall be stated, along with a report of the reasons for this;
d. annual appointment of an audit committee, consisting of at least two representatives who are not members of the board; the report of the findings of the audit committee.
2. The agenda items stated sub d and e above lapse if an accountant's statement showing the veracity of the annual report and accounts is submitted annually to the general meeting.
3. Apart from that, the agenda of a general meeting is fixed by the board with due observation
of the provisions in this article.

ARTICLE 14
1. The convocation of the general meetings is entrusted to the secretary and carried out by means of a written notice sent to the members at least one month in advance, not counting the date of the convocation and the date of the meeting itself.
2. The notifications shall include a statement of the time and location of the meeting to be held, as well as the agenda.

ARTICLE 15
1. All resolutions of the general meeting shall be adopted by an absolute majority (more than half) of the valid votes cast, unless these articles prescribe a greater majority. Invalid and blank votes shall be regarded as not having been cast.
2. Votes on persons shall be cast in writing and votes on matters verbally, unless the chairman of the meeting or the meeting itself decides otherwise. In the event of a tied vote, the proposal is rejected. If nobody receives an absolute majority of the votes cast in a vote on persons, there shall be a second vote between the two persons who received the most votes. In the event of a tied vote in the second round of voting, the matter shall be decided by lot.

ARTICLE 16 - DECISION-MAKING WITHOUT MEETING
The board and the general meeting may also adopt resolutions without meeting, provided all the members of the body involved have agreed in writing (including by telefax) to resolutions being adopted outside a meeting.

ARTICLE 17 - FINANCIAL YEAR
The financial year of the association shall coincide with the calendar year.

ARTICLE 18 - AMENDMENT OF THE ARTICLES
1. These articles may be amended by resolution of the general meeting, adopted by a majority of at least two/thirds of the valid votes cast.
2. The amendment shall not take effect until a Dutch notarial deed of same has been drawn up. Every board member shall be authorized to execute the deed, either by means of an agent with power of attorney or otherwise.
3. The board members are obliged to notify the register of associations at the Chamber of Commerce and Industry within whose district the association has its registered seat of any significant amendment.

ARTICLE 19 - DISSOLUTION
1. The general meeting shall be entitled to dissolve the association.
The provisions of article 18, paragraph 1 shall apply mutatis mutandis to a resolution to dissolve the association.
2. In the event of dissolution, the allocation of the surplus after the liquidation of the association shall be decided by resolutation of the general meeting.
The provisions of article 18 paragraph 1 shall also apply mutatis mutandis to this resolution.

ARTICLE 20 - APPLICABLE LAW
These articles and the explanation thereof are subject to Dutch law.ASSOCIATION OF EUROPEAN JEWISH MUSEUMS (AEJM)

BYLAWS

ARTICLE 1 - NAME AND SEAT
1. The name of the association shall be: Association of European Jewish Museums (AEJM).
2. The seat of the association shall be in Amsterdam.

ARTICLE 2 - OBJECTS AND MEANS
1. The objects of the association are:
to promote the cooperation and communication between the various museums and museum services in Europe, focused on the Jewish culture and/or history, and to promote the interests of such museums and museum services.
2. It shall strive to achieve these objects by, inter alia:
- disseminating information on the activities of the various museums and museum services involved;
- formulating and conducting programmes which can be used by the various museums and museum services;
- attracting funds for the benefit of activities of the various museums and museum services in general or for less prosperous museums and museum services in certain parts of Europe.
3. A museum or museum service is a permanent institution for the benefit of the community and its development, accessible to the public, not aimed at making a profit, which acquires, maintains, scientifically studies and presents the material evidences of man and his surroundings and provides information about them for the purposes of study, education and pleasure.
4. The association may stipulate rights and assume liabilities on behalf of the full members.

ARTICLE 3 - DURATION
The association has been formed for an unlimited period of time.

ARTICLE 4- MEMBERS
1. The association has:
- full members, who are members within the meaning of the law, and who are entitled to vote;
- associate members, who are not members within the meaning of the law, and who are not entitled to vote. Any reference in these articles to members, refers to both full members and associate members, unless it is stated to be otherwise or is apparent from the context.
2. Only legal entities registered in Europe operating a museum or museum service focused on the Jewish culture and/or history and employ at least one paid full-time professional whose primary responsibility includes: the acquisition, the maintenance or the exhibition to the public of objects which are the property of or used by the museum or the museum service, may be full members.
3. Associate members may only be natural persons or legal entities who can make a substantive contribution to the activities of the museums and museum services focusing on the Jewish culture and/or history.
4. The general meeting can, by means of supplement by laws, establish further rules for the requirements for the admission of full members and associate members.
5. The legal entity wishing to become a full member and the legal entity or natural person wishing to become an associate member shall apply in writing to that effect to the association's secretariat. The general meeting shall decide whether a candidate is to be admitted as a full member or an associate member.

ARTICLE 5 - BENEFACTORS
The association shall furthermore have benefactors. Benefactors are those individuals or legal entities who have addressed the board as such and who have been admitted by the board. They support the association via a financial contribution, the minimum of which shall be determined by the general meeting.

ARTICLE 6 - TERMINATION OF MEMBERSHIP
1. The membership shall terminate:
a. when the member ceases to exist or, if a natural person, dies;
b. upon the written termination by the member; this termination may be effected at all times as per the end of a calendar year with a period of notice of three months;
c. upon the written termination by the association; this termination may be effected by the board at all times and without observance of a period of notice, when the member ceases to meet the requirements for membership set by the articles, as well as in the event the association cannot reasonably be expected to continue the membership;
d. by expulsion; such expulsion may only be pronounced by the board when the member acts in contravention of the articles, supplement by laws or resolutions of the association or prejudices the association unreasonably.
2. The member in respect of whom a decision for expulsion or termination of membership on behalf of the association has been made, shall be given written notice of the decision as soon as possible, which notification shall state the reasons for same. Said person may appeal to the general meeting within four weeks after receipt of the notification. The appeal must be filed with the secretariat in writing.
3. During the term of appeal and pending the appeal said person shall be suspended, such on the understanding however that such person shall be entitled to attend and address the general meeting at which the decision on the appeal is to be made. However, the full member in question shall have no vote on the question.

ARTICLE 7 - OBLIGATIONS
1. The contributions and other payments due from the full members and the associate members respectively per category shall be fixed by the general meeting.
The general meeting will divide the full members into three different categories (small, medium-sized and large) on the basis of their full-time equivalence of personnel and regular volunteers and fix separate contribution amounts for each.
The limits of each of the categories are established by supplement bylaws.
The general meeting can also resolve that a registration fee set by the general meeting be due upon commencement of the membership.
2. The board shall determine the deadline by which, and the manner in which the financial obligations must be fulfilled.
3. Unless otherwise resolved by the board, if the membership has commenced or been terminated in the course of a year, the contribution shall be due for the entire year.
4. The general meeting is empowered to impose other obligations upon the full members.

ARTICLE 8 - BOARD
1. The management of the association and its assets is vested in the board.
2. After obtaining the prior approval of the general meeting, the board is authorized to decide to enter into agreements for the acquisition, sale and encumbrance of registered property and to enter into agreements whereby the association commits itself as surety or as joint and several debtor, quaranties performance by a third party or commits itself to provide security for the debt of another.

ARTICLE 9
1. At least three members of the board shall be natural persons.
The number of board members shall be fixed by the general meeting.
The board shall have a chairman, a vice-chairman, a secretary and a treasurer.
One person may hold a combination of two positions.
Only board members, directors and other management employees of the museum or the museum service of a full member (hereinafter referred to as: representatives, are eligible for election as members of the association's board. No more than one board member, director or other management employee per member can have a seat as a representative on the association's board. The board members are elected and can be suspended and dismissed by a resolution of the general meeting. The chairman is elected to the position.
2. In accordance with a schedule prepared by the board, at least one board member shall resign annually, immediately after the close of the annual meeting.
The board can resolve that more than one board member is to resign annually.
Resigning board members are immediately eligible for re-election.
3. Newly-elected board members assume their duties immediately after the close of the meeting in which they have been elected and take their predecessor's place on the schedule for resignation. The general meeting can, however, set another time for the assumption of duties.
4. A board member may resign at any time.
Furthermore, membership on the association board ends upon termination of the membership of the member for which the association board member is a representative and when the position as board member, director or other management position of the person in question with the member terminates.
5. In the event of a vacancy on the board, a general meeting shall be held within two months to fill the position, unless the board resolves to wait until the next proposed general meeting to fill the position. The board continues to constitute a competent body during the existence of one or more vacancies.

ARTICLE 10
1. The chairman shall determine when and where a board meeting is to be held.
A meeting of the board shall be convened by the chairman or on behalf of same by the secretary.
2. The chairman fixes the agenda, though upon the request of at least two other board members he is obligated to place a given subject on the agenda.
3. Valid resolutions shall be passed by an absolute majority (more than half) of the valid votes cast. Each board member has the right to cast one vote. In the event of a tied vote, the chairman has a deciding vote.

ARTICLE 11 - REPRESENTATION
1. The board represents the association, to the extent not otherwise provided by law.
2. Representative authority is also vested in the chairman acting alone, or two other board members acting jointly.
3. The board is empowered to grant a board member and/or one or more third persons the authority to represent the association. The limitations of this authorization are to be set forth in writing.

ARTICLE 12 - GENERAL MEETINGS
1. A general meeting (annual meeting) shall be held at least once annually, within six months after the close of the financial year. The general meeting can however extend the stated period of time separately for each year.
2. Furthermore, a general meeting shall be held whenever the chairman so provides or pursuant to a board resolution. The chairman is obliged to convene a general meeting upon the written request to that effect, precisely stating the subjects to be addressed, sent to the board by at least that number of full members as are jointly entitled to cast one/tenth of the votes in a general meeting. If neither the chairman nor the board takes action on a request of that nature to the effect that the meeting is held within four weeks, the parties making such a request are empowered to proceed to convene the meeting themselves, to consult the membership registry for that purpose, to fix an agenda and to appoint the chairman and minutes secretary of the meeting.
3. The chairman of the board shall preside over the meetings.
In the event of the absence of the chairman, or if the position of the chairman is vacant, the board shall appoint a person from among its members to preside over the meeting. All of this shall be subject to due observance of the provisions of paragraph 2 of this article.
4. By means of their representative, every full member shall have access to the general meeting, and is authorized to address it and submit motions there. Associate members also have access to the general meeting and are authorized to address the meeting.
5. Via their representative, full members are entitled to vote in the general meetings, to wit, the full members within the meaning of article 7 paragraph 1 in the category "small": one vote; in the category "medium-sized": two votes and in the category "large": three votes.
6. The general meeting may adopt supplement of bylaws.
7. The general meeting shall decide in all cases for which the law, these articles or any supplement bylayws make no provision.

ARTICLE 13
1. The agenda of the annual meeting shall include at least the following points:
a. election of one or more members of the board;
b. discussion of the annual report published by the board concerning the course of affairs in
the association and the policy pursued;
c. adoption of the balance sheet and statement of revenues and expenditures with explanatory note prepared by the board, which documents are to be signed by all board members; if the signature of one or more of them is missing, then this fact shall be stated, along with a report of the reasons for this;
d. annual appointment of an audit committee, consisting of at least two representatives who are not members of the board; the report of the findings of the audit committee.
2. The agenda items stated sub d and e above lapse if an accountant's statement showing the veracity of the annual report and accounts is submitted annually to the general meeting.
3. Apart from that, the agenda of a general meeting is fixed by the board with due observation of the provisions in this article.

ARTICLE 14
1. The convocation of the general meetings is entrusted to the secretary and carried out by means of a written notice sent to the members at least one month in advance, not counting the date of the convocation and the date of the meeting itself.
2. The notifications shall include a statement of the time and location of the meeting to be held, as well as the agenda.

ARTICLE 15
1. All resolutions of the general meeting shall be adopted by an absolute majority (more than half) of the valid votes cast, unless these articles prescribe a greater majority.
Invalid and blank votes shall be regarded as not having been cast.
2. Votes on persons shall be cast in writing and votes on matters verbally, unless the chairman of the meeting or the meeting itself decides otherwise. In the event of a tied vote, the proposal is rejected. If nobody receives an absolute majority of the votes cast in a vote on persons, there shall be a second vote between the two persons who received the most votes. In the event of a tied vote in the second round of voting, the matter shall be decided by lot.

ARTICLE 16 - DECISION-MAKING WITHOUT MEETING
The board and the general meeting may also adopt resolutions without meeting, provided all the members of the body involved have agreed in writing (including by telefax) to resolutions being adopted outside a meeting.

ARTICLE 17 - FINANCIAL YEAR
The financial year of the association shall coincide with the calendar year.

ARTICLE 18 - AMENDMENT OF THE ARTICLES
1. These articles may be amended by resolution of the general meeting, adopted by a majority of at least two/thirds of the valid votes cast.
2. The amendment shall not take effect until a Dutch notarial deed of same has been drawn up. Every board member shall be authorized to execute the deed, either by means of an agent with power of attorney or otherwise.
3. The board members are obliged to notify the register of associations at the Chamber of Commerce and Industry within whose district the association has its registered seat of any significant amendment.

ARTICLE 19 - DISSOLUTION
1. The general meeting shall be entitled to dissolve the association.
The provisions of article 18, paragraph 1 shall apply mutatis mutandis to a resolution to dissolve the association.
2. In the event of dissolution, the allocation of the surplus after the liquidation of the association shall be decided by resolutation of the general meeting.
The provisions of article 18 paragraph 1 shall also apply mutatis mutandis to this resolution.

ARTICLE 20 - APPLICABLE LAW
These articles and the explanation thereof are subject to Dutch law.