Trustees of the Walters Art Museum, Inc. By-Laws

The Board of Trustees of the Walters Art Museum (hereinafter the Board) shall have full authority to exercise all of the powers and perform all of the duties prescribed by the ordinances of the City of Baltimore and the laws of the State of Maryland. The Board is responsible for the well-being of the Museum’s various assets.  In accordance with the Museum’s Board of Trustees Code of Ethics, these powers and duties include but are not limited to the power to exercise full and complete control over the real property, art, and other contents of the Museum and its physical plant; to adopt, alter, and/or repeal By-Laws, rules and policies pertaining to the Museum; to develop short- and long-range strategic plans; to receive and expend such income that will maintain, preserve, and improve the Museum; to approve an annual operating budget and capital budget; to approve, as recommended by the Collections Committee, the acquisition, deaccession, and loan of works of art except when such power is delegated to the Executive Director; to elect a Chairperson, a President, Officers, and Trustees of the Board; and to select, hire, and as necessary, terminate the Executive Director, who shall have the responsibility and authority set forth in Article III. The Board shall exercise its powers and perform its duties for the benefit of the public.

The Board shall consist of not more than 40 Trustees who are elected to serve by the Board; that is, the Board is self-perpetuating. From time to time, the Board may increase or decrease the total number of Trustees by resolution of a majority of the entire Board. Trustees who are elected in this manner are designated hereinafter as “Trustees.”

In accordance with the 1933 Baltimore City Ordinance, there shall be three permanent non-elected Trustees: the presiding Mayor of Baltimore City, the presiding President of the City Council of Baltimore City, and a representative of the Mercantile-Safe Deposit and Trust Company (now PNC Bank) or its successors. These three Ex Officio Trustees shall be members of the Board and have all of the powers entrusted to the Trustees. The presiding Mayor of Baltimore City and the City Council President may each appoint one representative to the Board to serve in their place, with all the powers and responsibilities of that Ex Officio Trustee.

No individual who is an art dealer or who would have a professional interest in which objects enter or are deaccessioned from the permanent collections of the Museum shall serve as a Trustee of the Walters Art Museum or on the Collections Committee.

A Trustee shall be elected to serve for a term of three years and may be re-elected for successive three-year terms, provided the Trustee does not serve more than 12 years in succession. A Trustee who has served 12 years in succession is eligible for re-election to the Board after a hiatus of one year. The 12-year restriction on consecutive years of service does not apply to a Trustee who has been elected or nominated to serve as an officer. A Trustee may serve no more than six years as an officer after completing four successive three-year terms.

A Trustee who is not present in person or electronically for four consecutive meetings shall be deemed to have resigned, unless such absences are excused by the President. From time to time and in extraordinary circumstances, and by vote of the Board at the Annual Meeting, a Trustee who has been critical to an ongoing Board project may have their term extended for an additional year to ensure completion of that project.

Trustees shall receive no pay or compensation of any kind for the performance of their duties as members of the Board, except for the Secretary, a position held by the museum’s Executive Director.

Trustees (including Life Trustees and Ex-Officio Representatives) must annually complete a Conflict of Interest (COI) statement in accordance with the Museum’s policy. In addition to the completion of this annual COI, any possible conflict of interest, direct or indirect, on the part of any Trustee (or a member of the Trustee’s immediate family) in regard to any pending transaction with the Museum shall be immediately disclosed by the Trustee to the President.

The Trustee must also disclose the conflict at the beginning of the portion of any regular or special meetings of the Board or other Committees of the Board at which the pending transaction is to be discussed, considered, or acted upon. When any potentially conflicting interest becomes relevant to any matter requiring approval by the Board or other Committee at a regular or special meeting, the Trustee shall recuse themselves from any discussion, deliberation, or consideration of the matter and shall not vote on the matter or use personal influence regarding the matter in communication with the Board or any Trustee, Ex Officio Trustee, or Life Trustee. Any Trustee who is excluded from participating in discussions and voting because of a conflict of interest may, however, at the President’s request, briefly answer pertinent questions of other Trustees when such Trustee’s knowledge of the matter will assist the Board. The minutes of the meeting shall reflect the disclosure of the conflict and that the interested Trustee recused and abstained from consideration of and voting upon the matter.

Trustees who have made or are making gifts or loans of art (including from them directly or their family) will recuse themselves from discussions and voting about gifts, galleries, installations, or loans regarding works of art that they or their family have loaned or gifted or intend to loan or gift to the Walters.

Resignations and Removal of Trustees. A Trustee may resign from the Board by contacting the President of the Board and the Chair of the Governance Committee.

When a Trustee experiences a major career change or circumstance that may create a conflict of interest, the Trustee should submit a letter to the Governance and Board Development Committee for review to determine whether the Trustee may continue their service or shall resign from the Board.

A Trustee may be removed from the Board for cause (as determined in the sole good faith judgment of the Board of Trustees) at any regular or special meeting of the Board by the vote of at least three-fourths of the Trustees present and voting at such meeting.

The Board may also include no more than 20 Ex Officio Members who are appointed by the President of the Board by virtue of the office or position that they occupy. For example, Ex Officio Members may include the Governor of Maryland and County Executives of Maryland counties. These officials may appoint a representative to the Board to serve in their place. These Ex Officio Members are not permanent Trustee seats. They shall have the right to attend all meetings of the Board and to participate in any discussions, but shall have no vote on any measure and shall not be counted in determining a quorum, except as described in Article IV, Section II. The Ex Officio Members described in Section 7 are distinct from the three permanent Ex Officio Trustees outlined in Article 1, Section 2 [the presiding Mayor of Baltimore City, the presiding President of the City Council of Baltimore City, and a representative of the Mercantile-Safe Deposit and Trust Company (now PNC Bank) or its successors].

Life Trustees, previously known as Trustees Emeriti. From time to time, the Board may elect, for life appointment as a Life Trustee, a former Trustee who has demonstrated exemplary commitment and rendered distinguished service to the Walters Art Museum. If so elected, such a Life Trustee shall be entitled to attend the meetings of the Board and participate in any discussion. As a Life Trustee, such an individual shall comply with the Museum Board of Trustees Code of Ethics, declare annually any Conflict of Interest, and shall be covered by indemnification as stated in Article V below, but shall have no vote on any measure and shall not be counted in determining a quorum, except as described in Article IV, Section II.

Regular meetings of the Board shall occur regularly each year, on such dates and times and at such places as designated by the President. The President is also authorized to convene additional meetings following reasonable notice based upon their own discretion or the written requests of 20 percent of the Trustees for the purpose of discussing and/or deciding upon specific matters identified in the notice. At all meetings of the Board, the presence of a majority of elected Trustees is required to constitute a quorum for the transaction of business. Meetings may be held in person and/or virtually, and Trustees in attendance at these meetings by electronic/digital means are counted as present and may fully participate in such meetings.

If an immediate decision of the Board is required on an important and urgent matter prior to the ability to convene a meeting of the Board, the President is authorized to obtain a vote from at least 70% of the voting members of the Board on the matter through electronic (such as email) or telephonic means.

The Board shall conduct an Annual Meeting, at which the Governance and Board Development Committee shall nominate, and the Board shall elect new Trustees and the Officers of the Board for the upcoming year.

The decisions of the Board shall be made by the vote of a majority of elected Trustees attending a Board meeting. The minutes of all meetings of the Board shall be recorded by the Secretary or their designee, submitted to the Trustees for modification or amendment, and approved by the vote of the Board at the following meeting.

The Officers of the Board shall be a Chairperson, a President, two or more Vice Presidents, a Secretary, and a Treasurer. With the exception of the Secretary, the Officers shall be members of the Board. The position of Secretary shall be filled by the Executive Director of the Museum. The Chairperson, President, Vice Presidents, and Treasurer shall be elected by the Board annually, with the expectation that they will serve in their positions for at least three years. Officers shall be nominated by the Board of Trustees based on the recommendation of the Committee on Governance and Board Development. Trustees may nominate themselves and/or fellow Trustees to be Officers. Every three years, a President-Elect shall be elected by the Board and will serve in that role for one year. The President-Elect will also be an Officer. In the final year of each presidential term a President-Elect shall be elected by the Board and will serve in that role for one year. The President-Elect will also be an Officer.

The Chairperson shall provide advice and counsel to the President.

The President has the authority to exercise oversight of the Museum; to assure compliance with the By-Laws and the policies of the Museum; to appoint Trustees to serve as Chairpersons of the Museum’s Committees; to serve as the immediate supervisor of the Executive Director; and to ensure that the Executive Director executes the short- and long-range plans, strategies, and decisions of the Board. The President shall bring to the attention of the Board matters which, in their judgment, require the Board’s attention and/or action. The President shall perform such additional duties and exercise such additional powers as may be required or authorized from time to time by the Trustees or called for in the judgment of the President in the reasonable exercise of their discretion. The President has the duty to schedule regular Board meetings with advance notice and to preside at all meetings of the Board of Trustees. In the event of the President’s absence, the Chairperson will preside over the meeting, and in the event that neither the President nor Chairperson is available to preside over a meeting of the Trustees, the most senior Vice President shall do so.

The Vice Presidents shall report to the President and perform such duties and responsibilities that are assigned or delegated to them by the President.

The Treasurer serves as Chair of the Finance Committee and, working with the Executive Director and appropriate staff, informs the Board of the financial condition of the Museum. The Treasurer manages, with the Finance Committee, the Board’s review and actions related to its financial responsibilities, including presenting the annual budget to the Board for approval and ongoing oversight, and developing policies and strategies for recommendation to the Board to ensure the Museum’s financial integrity and sustainability. The Treasurer shall be an independent Trustee with no financial relationship to the Museum.

The Executive Director shall serve as the Secretary of the Board in a non-voting capacity. The Secretary shall cause notices to be issued of all meetings of the Board and record minutes of the meetings. The Secretary, with the authority of the President or a designated Vice President, shall sign and execute, or cause to be executed, all contracts on behalf of the Board in accordance with the policies of the Museum. The Secretary shall also serve as the custodian of the records of the Museum and perform such additional duties as assigned by the President that are incident to the office of Secretary.

At any regular or special meeting of the Board called for such purpose, any Trustee or Life Trustee of the Board may be removed by the Board (whenever in its sole good faith judgment the best interests of the Museum will be served thereby) by the vote of at least three-fourths of the Trustees present and voting at any such meeting.

The Executive Director shall be the Chief Executive Officer of the Walters Art Museum. The Executive Director shall report to the President and to the Board, and continued employment of the Executive Director shall be at the pleasure of the Board. In accordance with the Museum’s By-Laws and the policies and decisions of the Board, the Executive Director shall be responsible for planning, organizing, staffing, and directing the day-to-day activities of the Museum. The Executive Director also shall exercise overall responsibility for the Museum’s curatorial and education programs, for its permanent installation, its exhibition program, and for the preservation and enhancement of its collections, including recommending to the Collections Committee of the Board the acquisition, deaccession, and loan of works of art. As designated by the Board, the Executive Director shall have the authority to accept gifts of art on behalf of the Board or to approve discretionary art purchases, in accordance with the Collections Management Policy or by motion of the Collections Committee. The Executive Director shall also be responsible for the financial management of the Museum, including managing the budget established in concert with the Board. The Executive Director shall have the authority to sign and execute contracts, or to cause them to be executed, in accordance with the Museum’s policies.  In further concert with the Board, the Executive Director shall actively participate in raising funds for the Museum. The Executive Director shall have the authority to hire, to assign, and, if necessary, to remove any members of the staff of the Museum, and the Executive Director shall have the duty to exercise general supervision over their performance and practices. The Executive Director shall also be responsible for satisfying any other duties and responsibilities assigned or delegated to them by the President. With regard to all of the aforementioned duties and responsibilities, the Executive Director is authorized to reasonably exercise their informed and professional judgment and discretion on behalf of the Museum and in the interests of the public.

The following standing Committees are established by the Board of Trustees: (1) a Committee on the Museum composed of the Officers authorized to exercise all of the powers of the Board of Trustees should action be required in extraordinary circumstances between scheduled meetings of the Board; (2) a Governance and Board Development Committee to ensure the smooth functioning, effectiveness, and compliance of the Board; (3) a Finance Committee charged with oversight of the Museum’s, financial reporting, budgeting and policies; (4) a Collections Committee to advise the Board on matters of acquisitions, deaccessions, loans, and collections management policies; (5) a Development Committee to work with the Executive Director, Board, volunteers and staff on raising funds to operate the Museum; (6) an Investment Committee charged with oversight to the Museum’s investments and endowment portfolio; and (7) an Audit Committee charged with the oversight of the Museum’s annual audit, internal controls, risk management, and ethical and legal compliance; (8) a DEAI Committee charged with devising and implementing the Board’s strategy and initiatives regarding matters of diversity, equity, accessibility, and inclusion; and (9) an Engagement Committee charged with providing advice to staff regarding programmatic and interpretive strategy and audience development and engagement. The President may appoint other Committees or ad hoc groups deemed necessary to the operation of the Museum. The Board may name, establish, and eliminate standing Committees as needed.

Each Committee shall be chaired by an elected Trustee of the Museum who has been selected by the President. The President and the Executive Director shall be Ex Officio members of each Committee. With the exception of the Audit Committee, each Committee shall include no fewer than four additional Trustees who have been selected to serve on the Committee by the Chairperson and the President. The number and identity of other members of the Committee are subject to the discretion of the President and Chairperson of the Committee, in adherence with the charter of each committee. Non-Board members may serve as members of all Committees, except non-Board members shall not serve on the Governance and Board Development Committee. For all Committees, one-third of the assigned Committee members who are Trustees at every meeting are required to be present to constitute a quorum to conduct business unless special circumstances require action by the Committee in the absence of such quorum. Committee members unable to attend a meeting in person may attend and participate in the meeting by electronic/digital means and be counted as present. Each Trustee and non-Trustee selected as members of the Committee shall have one vote while serving on a Committee. Ex Officio and Life Trustees may vote on Committees to which they are appointed by the President and on which they serve. All Trustees, Ex Officio Trustees, and Life Trustees may attend any Committee meeting as guests, but only members appointed to a Committee by the President shall have a vote on Committee matters and shall count in determining a quorum.

If an immediate decision of the Committee is required on an important and urgent matter prior to the ability to convene a meeting of the Committee, the Committee Chair is authorized to obtain a vote from at least 70% of the Committee on the matter through electronic (such as email) or telephonic means.

Section 2a.

The Audit Committee shall consist of at least three and no more than five members, the majority of which shall be elected Trustees. The Audit Committee Chairperson and Committee members shall be appointed by the President of the Board of Trustees. In furtherance of the responsibilities specified in its charter, the Audit Committee shall also have access to its own counsel and other advisors at the Committee’s sole discretion.

The charter of each Standing Committee shall be determined by each Committee and submitted to the Governance and Board Development Committee for review and recommendation to the Board for approval; such actions will be recorded in the minutes of the Board. Each Committee shall act in an advisory capacity and is without any authority to supersede or replace the decision-making authority of the Board unless the Board expressly delegates such authority to the Committee. Each Committee is expected to submit to the Board one or more reports annually regarding the Committee’s activities and the Committee’s recommendations or proposals for Board action.

The Chairperson of each Committee is authorized to determine when and where the Committee will meet and the agenda for each meeting. The Chairperson shall provide reasonable notice of a meeting to the members of the Committee. The Chairperson also shall record the Committee’s proceedings. The Chairperson, with the express permission of the President, can establish Subcommittees and define their purpose and duration. Subcommittees may be chaired by non-Board members, and any reports from the Subcommittees shall be approved by the Chairperson of the Committee and incorporated into the reports of the Committee.

Based on the President’s recommendation, the Board may form other Committees as the need arises. The charter, duration, and authority of such Committee shall be defined by the Board and recorded in the minutes. The Chairperson of such Committee shall be appointed by the President and confirmed by the Board. All Committees shall act in an advisory capacity without any authority to replace or supersede the Board’s decision-making authority unless the Board expressly delegates such authority to the Committee.

The Walters Art Museum shall indemnify (i) its Trustees and Officers, whether serving the Walters Art Museum or at its request serving any other entity, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (ii) other employees and agents to such extent as shall be authorized by the Board and be permitted by law; provided, however, that indemnification shall only be to the extent permitted of organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) and contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.

The Board may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve, and amend from time to time these By-Laws, resolutions, or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.  No amendment of these By-Laws or repeal of this Article V shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

The Board is authorized to support and maintain affiliate groups. The Chairpersons of such groups shall report to the Board annually regarding their activities. The Board retains the discretion to change the title and purpose of such groups.

The Walters Art Museum is an equal opportunity employer and shall not discriminate against any applicant for employment or employee on the basis of race, color, creed, national origin, religion, sex, sexual orientation, age, disability, marital status, or any other unlawful consideration in accordance with applicable local, state, and federal laws.

Upon dissolution of the Trustees of the Walters Art Gallery, Inc. (for purposes of this Article VI Section 3, the “Corporation”), the Trustees (also referred to as the “Board” in Article 1 Section 1) shall, after paying or making provision for payment of all the liabilities of the Corporation, dispose of all of the assets owned by the Corporation by distributing those assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for public charitable uses and purposes as shall at the time qualify as exempt from taxation under Sections 501(a) and 501(c)(3) of the Code as the Trustees shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction for the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

The Museum, originally known as the Walters Art Gallery, shall hereafter be known as the Walters Art Museum. The Museum, officially known as “the Walters Art Gallery,” shall also do business as “The Walters Art Museum.” The Museum’s legal name is The Trustees of the Walters Art Museum, Inc.

The By-Laws of the Museum shall be filed with the City of Baltimore Department of Legislative Reference; they shall be accessible at all times to the public; and they shall be set forth on the website of the Museum, www.thewalters.org. The By-Laws may be amended or repealed by the vote of a majority of all of the Trustees at any regular or special meeting of the Board, provided that the Trustees have been provided reasonable notice of such anticipated action.

The fiscal year of the Walters Art Museum shall be from July 1 to June 30. The Museum’s place of business is 600 North Charles Street, Baltimore, Maryland 21201.