WFFM Statutes

Adopted in 1976 by the WFFM General Assembly, amended by the WFFM General Assembly on March 22, 1985 in Paris and modified on October 21, 1996 in Oaxaca, Mexico.
Latest modifications of the WFFM Statutes adopted by the General Assembly in Santiago, Chile on April 23, 2006.

 

I. History, purpose and function

Article 1.
Fédération Mondiale des Amis des Musées - World Federation of Friends of Museums (“Federation”), an international nonprofit association under the Belgian law of June 27, 1921, was formed by contract on June 15, 1975 under a 1919 law and its By-laws were published in the annexes of the Moniteur Belge on June 24, 1976 under number 5530. Thereafter the By-laws were amended in 1985 and 1996, were approved by a Royal Decree of December 9, 1997 and were published in the Moniteur Belge on April 30, 1998 under number 7938.

The Belgian Law of May 2, 2002 on Nonprofit Associations, International Nonprofit Associations and Foundations repealed the Law of October 25, 1919, under which the Federation was established originally, and introduced a new Title III on international nonprofit associations in the Law of June 27, 1921. The Belgian Law of December 27, 2004 then amended the Law of June 27, 1921 with respect to the procedural requirements for changing the by-laws of an international association.

These By-laws are therefore adopted in conformity with the Law of June 27, 1921, as amended by the Law of May 2, 2002.

The registered office of the Federation is located in the Musée des Beaux Arts at 9 rue du Musée, 1000 Brussels, Belgium. The Council may decide from time to time to establish an administrative office or a permanent secretariat in another country.

The Federation is formed for an indefinite period.

Article 2.
The purpose of the Federation is to foster international co-operation between Associations of Friends of Museums in order to promote mutual understanding, to exchange information and to pool the experience acquired with the purpose of intensifying the life and developing the function of such associations to benefit museums and the public.

“Associations of Friends of Museums” means any nonprofit group constituted to support a museum or museums, and “museum” means a nonprofit, permanent institution in the service of society and of its development, and open to the public, which acquires, conserves, researches, communicates and exhibits, for purposes of study, education and enjoyment, material evidence of people and their environment. In addition to museums designated as such, the following institutions comply with this definition:

a) natural, archaeological and ethnographic monuments and sites and historical monuments and sites of a museum nature that acquire, conserve and communicate material evidence of people and their environment; 

b) institutions holding collections of and displaying live specimens of plants and animals, such as botanical and zoological gardens, aquaria and vivaria; 

c) science centres and planetaria; 

d) nonprofit art exhibition galleries; conservation institutes and exhibition galleries permanently maintained by libraries and archives centres; 

e) nature reserves; 

f) international or national or regional or local museum organizations, ministries or departments or public agencies responsible for museums; 

g) nonprofit institutions or organizations undertaking conservation, research, education, training, documentation and other activities relating to museums and museology; 

h) cultural centers and other entities that facilitate the preservation, continuation and management of tangible or intangible heritage resources (living heritage and digital creative activity); and 

i) such other institutions as the Council considers as having some or all of the characteristics of a museum, or as supporting museums through museological research, education or training. 

Article 3.
The function of the Federation is to collect and circulate among its members, by all appropriate means, information from every part of the world of interest to Friends of Museums, to make and develop contacts and exchanges between national and regional federations and Associations of Friends of Museums and, in general, to take all necessary steps in the way of information and organization to foster the corporate purpose.

The official languages of the Federation are three: English, French and Spanish. Communications to members shall be made in English or French and where appropriate may be translated into other United Nations languages. In the event of an inconsistency between the Dutch, English or French language versions of these By-laws, the English text shall govern.

II. Members

Article 4.
The Federation consists of Active Members, Associate Members, Honorary Members, Benefactor Members, Donor Members and Individual Members.

The following are eligible to become members:

Active Members:

All national federations or groups of Associations of Friends of Museums, each duly constituted according to the regulations in its country and having legal personality, provided that only one national federation in each country may be an Active Member.
In the absence of a national federation in any country, one other association in that country may become an Active Member until there is such a national federation that becomes an Active Member.

Associate Members:

All Associations of Friends of Museums that are duly constituted and have legal personality and that are not national federations or are national federations in a country where there is already an Active Member.

Honorary Members:

All individuals or corporate members to whom the Council has granted honorary membership. Individual Honorary Members are appointed for life. All former Presidents are Honorary Members.

Benefactor Members:

All individuals or corporate members who give material support to the Federation and on whom the Council confers “benefactor” membership or whose annual contribution is in the amount prescribed by the General Assembly for benefactor membership.

Donor Members:

All individual or corporate members whose annual contribution is in the amount prescribed by the General Assembly for donor membership.

Individual Members:

All individuals who have paid the annual subscription for the current year.

Article 5.
In order to become an Active or Associate Member of the Federation, a national or regional federation or association must send a written application to the Secretary General, together with a copy of its by-laws and any other information that the Executive Committee requests. An applicant shall become such a member after an application has been approved by the Executive Committee and the appropriate subscription paid to the Federation.

Article 6.
Membership may be forfeited by resignation; by failing to pay the annual subscription; by failing, in the case of Active and Associate Members, to participate in the activities of the Federation; and by exclusion for any serious reason decided by the Council, subject to the right of appeal to the General Assembly.

Article 7.
Active Members, Associate Members, Benefactor Members, Donor Members and Individual Members shall pay an annual subscription to the Federation in an amount proposed by the Council and adopted by the General Assembly.

 

III. General Assembly

Article 8.
The General Assembly shall exercise all the powers of the Federation to achieve its purposes, including the adoption of policies, the approval of annual budgets and other accounts, the amendment of its by-laws and its dissolution.

The General Assembly is composed of the officers of the Federation, the delegates appointed by Active and Associate Members, the Honorary, Benefactor, Donor and Individual Members, and the individual members of Active and Associate Members of WFFM. The officers of the Federation, the delegates of Active and Associate Members and the Benefactor Members shall each have one vote. The Council may authorize an Active Member from a particular country to appoint more than one delegate to the General Assembly, but only one such delegate may vote. The individual members of Active and Associate Members and the Honorary, Donor and Individual Members of the Federation who participate in the meetings of the General Assembly do not have a vote.

A majority of the Active Members either present or voting by proxy shall constitute a quorum of the General Assembly. Except as provided in Articles 19 and 20 hereof, decisions of the General Assembly shall be taken by a simple majority of the votes of the officers, delegates and Benefactor Members eligible to vote, provided the majority of votes includes a majority of the votes of the Active Members voting.

A delegate or a Benefactor Member who cannot be present at a meeting of the General Assembly may give a written (including e-mail) proxy to the Secretary General or to another individual including officers, except that an individual including the Secretary General may not exercise more than four proxies.

Article 9.
The General Assembly shall meet annually during the first six months of the calendar year at a place determined by the Council and at such other times as may be determined by the Council. The Council shall also convene a General Assembly within four months of the receipt of a written request by one-fourth of the Active Members of the Federation.

Notice of the annual and any other meeting of the General Assembly shall be delivered in writing to all members of the Federation not less than three months in advance of the meeting. Such notice shall include an agenda of items to be discussed or decided at the meeting.

The President of the Federation shall preside at the General Assembly. In the absence of the President, the President shall designate another officer to preside and in the absence of such a designation the Executive Committee shall designate an officer to preside.

At its annual meetings the General Assembly shall hear the report of the Council concerning the financial condition and activities of the Federation, approve the accounts for the preceding year, approve the budget for the current year and, when necessary, elect or confirm members of the Council.

Decisions of the General Assembly may only be taken with respect to items on the agenda distributed in advance for the meeting, except that, when all Council Members are present or voting by proxy, decision on an item that was not on the agenda may be taken by a unanimous vote of the persons authorized in Article 8 to vote.

Article 10.
A copy of the report of the Council to the General Assembly, of any decisions taken by the General Assembly and of the accounts and budget of the Federation shall be sent to all members of the Federation within two months of the annual meeting of the General Assembly.

General Assembly meetings shall be recorded in minutes signed by the President and by another member of the General Assembly designated for this purpose by the General Assembly. Minutes shall be kept in a minute book, without blanks or crossings out, which shall be kept at the registered office of the Federation and held at the disposal of all members of the Federation.

 

IV. Council

Article 11.
The Council shall manage the business affairs of the Federation, subject to the approval of the General Assembly. The Council shall have not less than fifteen members.

The Council is composed of the officers of the Federation, the delegates designated by Active Members and four delegates designated by Associate Members. The General Assembly shall from time to time select the four Associate Members authorized to designate such delegates. The General Assembly may also elect the editor of the Bulletin as a member of the Council.

A delegate to the Council from an Active or Associate Member shall be designated by such Member for a term of three years and may be designated for an unlimited number of additional three-year terms. A person designated to replace a delegate who has not completed a three-year term shall serve initially for the balance of the unexpired term. Likewise the General Assembly may elect the editor of the Bulletin for one or more three year terms.

A majority of the members, either present or voting by written proxy, shall constitute a quorum of the Council. Decisions of the Council shall be taken by a simple majority of the votes of those present or voting by proxy.

The Council may authorize an officer or delegate to bring a note-taker to Council meeting.

Article 12.
The Council shall meet at least once a year and whenever else it deems necessary, upon notice of the President or a Vice President, or at the request of one-fourth of the members of the Council. Notices of meetings shall be delivered in writing to all Council members not less than three months in advance. Such notices shall include an agenda of items to be discussed or decided at the meeting.

Council meetings shall be recorded in minutes signed by the President and the Secretary General or by another member of the Council designated for this purpose by the Council. Minutes shall be kept in a minute book, without blanks or crossings out, which shall be kept at the registered office of the Federation and held at the disposal of all members of the Federation.

Council members who are delegates of an Active or Associate Member may give a proxy to a member of their federation to represent them at a Council meeting and the Council member shall notify the Secretary General in advance in writing accordingly.

The Council may adopt such internal rules as it deems appropriate for the conduct of its business and obligations.

All documents engaging the Federation must be signed jointly by two members of the Council unless the Council has specifically authorized in writing one individual to act on its authority in a particular case.

The conduct of lawsuits, either as plaintiff or defendant, shall be monitored by the Council either as represented by the President or by one of its members designated by the Council for such purpose.

A member of the Council may be dismissed at any time by the General Assembly by a two-thirds majority of the votes of persons authorized to vote in the General Assembly present or voting by written proxy.

V. Officers

Article 13.
The officers of the Federation are a President; one Vice President for each of the regions established by the General Assembly (currently four: Africa-Asia-Pacific, Europe, North America and South America) upon the recommendations of the Active Members in that region; a Secretary General; and a Treasurer. The officers are elected by the Council by a simple majority of the votes on a secret ballot.

The officers are elected for a term of three years from the date of the meeting, or until the Council meeting three years later, whichever shall first occur. The officers may be re-elected once to an additional three-year term, provided, however, that a person in office when this term limitation was adopted may be re-elected for one or two additional three-year terms, or for one term of less than three years.

In order to ensure the continuity of the executive, however, it is deemed preferable that the terms of offices of the President and of the Secretary General not expire at the same time. To this end, if the President is not re-elected and the term of office of the incumbent Secretary General would expire when the term of the incumbent President ends, the newly elected President may request the Council to extend, and the Council may extend, the term of the incumbent Secretary General for an additional year or until the next annual meeting of the Council, whichever shall first occur.

If a vacancy in any office occurs between scheduled meetings of the Council, the Council shall elect a temporary successor whose term of office shall expire when the term of the departed officer would have expired or at such earlier time as the Council shall determine.

Officers and individual members of the Federation are not remunerated for their work for the Federation. The Council may, however, acting in the absence of the persons concerned, authorize the reimbursement of specific expenses incurred by officers or individual members, provided they are duly supported by documents.

Any person who is compensated for expenses by the Federation may be called upon by the President, with the consent of the Council, to attend Council meetings and the General Assembly in an advisory capacity.

VI. Executive Committee

Article 14.
The Council shall have an Executive Committee composed of the President, the Vice Presidents, the Secretary General and the Treasurer. The Council may delegate the day-to-day management of the Federation to the Executive Committee. The persons thus delegated may be entrusted with the administration of the Federation, may deal with the current income and expenses and shall take any necessary steps in order to carry out the general policy of the Council. In all such situations, however, the Council remains fully responsible for the acts of the Executive Committee.

The main tasks of the Executive Committee are to recommend an annual budget to the Council and to approve the admission of new Active and Associate Members. The approval of such new members requires a simple majority of the votes of the members of the Executive Committee.

The Executive Committee may confer and take decisions in whatever manner is practical and it need not meet physically in order to take decisions. The Secretary General shall maintain a written record of all decisions taken by the Executive Committee, which record shall be available to the Council.

VII. Annual accounts

Article 15.
The fiscal year of the Federation is the calendar year, January 1 to December 31.

Article 16.
The funds of the Federation comprise subscriptions paid by its members, any subsidies, gifts and legacies it may be given, any funds generated by the Federation and any payments for services rendered.

Article 17.
The Treasurer shall maintain the annual accounts showing the receipts and expenditures, shall prepare a balance sheet as at December 31 each year and shall submit such accounts and balance sheet to the Council and to the General Assembly for approval at their first meetings after the year in question.

VIII. Triennial Congress

Article 18.
Every three years a Congress shall be held in one of the countries with an Active or Associate Member. Any Active or Associate Member that is interested in hosting a Congress in its country following the next scheduled Congress shall inform the President of its candidacy at the earliest time possible, and not less than six months before the next scheduled Congress, in order to permit discussion of the candidacy and a decision by the Council. The Council may consider candidates submitting an application after that date in the event it has not already selected a candidate.

Upon receipt of such an expression of interest the President shall notify the Council of the member's candidacy, if there is more than one candidate the Council shall select a preferred candidate, and the Executive Committee and the preferred candidate shall agree on guidelines for the location, dates and budget of the proposed Congress. The Executive Committee shall then report on the selection process to the next General Assembly, which not later than the next Congress shall make a decision concerning the location and dates of the following Congress.

The member selected to host a Congress shall bear the full financial responsibility for the Congress and shall contribute to the WFFM an amount determined from time to time by the Executive Committee.

IX. Modification of By-laws and dissolution of the Federation

Article 19.
Any proposal to amend these By-laws shall be made to the General Assembly by the Council, or by one-tenth of the Active Members, in which latter case the proposal shall first be communicated in writing to the Council not less than two months before its next scheduled meeting. In either case the proposal shall be put on the agenda of the next General Assembly or of an extraordinary general meeting called by the President not less than three months in advance for the purpose of considering the proposal.

The quorum for consideration of any proposed amendment to these By-laws by the General Assembly or an extraordinary general meeting convened for that purposes shall be two-thirds of the Active Members either present or voting by proxy. If such quorum is not attained, a second meeting shall be held at the same place within 24 hours. A simple majority of the votes of the aggregate number of Active Members present or voting by proxy on either of the two days shall determine whether the requisite quorum was present for consideration of the proposed amendment. The notice of a meeting convened to consider amendments to these By-laws shall mention the possibility of such a second meeting.

Any decision to amend these By-laws shall be made by a two-thirds majority of the votes of the Active Members present or voting by proxy at such meeting or meetings.

Article 20.
The procedure for dissolving the Federation shall be the same as the procedure for amending these By-laws by the General Assembly.

In the event dissolution has been approved by the General Assembly, the Council shall designate one or more liquidators of the assets of the Federation, shall determine their powers and shall designate an organization with a similar purpose to that of the Federation to which the assets shall be transferred.