September 29, 2000
The organizational meeting of the Board of Directors of the Museum Domain Management Association was called by Kenneth Hamma and Deborah Gribbon, and was convened, on September 29, 2000, in the country of France and the city of Paris, at 6:15 PM local time. Present at the Organizational Meeting were Kenneth Hamma, Edward G. Black, Esq. and Steven Baglio, Esq. Also present by telephone were Manus Brinkmann, Cary Karp, Jacques Perot, Bernice Murphy, and Deborah Gribbon.
Mr. Hamma and Ms. Gribbon called the meeting to order, whereupon the roll was called and the ability of each of the above participants to hear the others was confirmed.
Then, on motion made and duly seconded, it was hereby:
Ratification of Acts of Incorporator
RESOLVED: That all the acts of the Incorporator are ratified, approved and adopted as duly authorized acts of this Corporation.
Classification of Directors
RESOLVED: That Bernice Murphy and Jacques Perot be, and they hereby are, elected to serve as directors in the classes listed by their respective names below:
Jacques Perot Class I
Bernice Murphy Class II
Election of Directors
RESOLVED: That the directors identified immediately below shall be, and are, placed in the following classes set forth opposite their respective names, as directors elected by ICOM, to serve in accordance with the By-laws:
Deborah Gribbon Class I
Kenneth Hamma Class III
RESOLVED: That the following persons be, and they hereby are, elected to the offices set forth opposite their respective names, to serve in accordance with the By-laws:
President Cary Karp
Secretary Manus Brinkmann
Treasurer Steven Juarez
Assistant Secretary Edward G. Black, Esq.
Assistant Secretary Steven Baglio, Esq.
RESOLVED: That the Board of Directors ratify and adopt, and it hereby ratifies and adopts, the actions taken by Mr. Steven Juarez, as a promoter of the Corporation, in opening bank accounts on behalf of the Corporation.
Filing of Applications and Forms
RESOLVED: That the officers of this Corporation be, and they hereby are, and each of them singly is, authorized in the name and on behalf of this Corporation, to file all applications and forms with the Internal Revenue Service and other appropriate government authorities necessary to secure the Corporations legal status as a tax-exempt trade association, (including without limitation Internal Revenue Service Form 1024).
RESOLVED: That Kenneth Hamma be, and he hereby is, authorized in the name and on behalf of this Corporation, to (i) file an application with the Internet Corporation for Assigned Names and Numbers ("ICANN"), substantially in the form submitted prior to this meeting to the Board of Directors, with such changes as Mr. Hamma may by his or her execution and delivery of such application approve, such execution and delivery to be conclusive evidence that the filing of such application has been approved by the Board of Directors; and (ii) file all other applications, forms and proposals with the Internet Corporation for ICANN as necessary to form, sponsor and operate a new top-level domain for the global community of museums, and to act as registrar for such domain.
Agreement for Services Related to Registration of Top-Level Domain Names
RESOLVED: That Kenneth Hamma and Cary Karp be, and they hereby are, and each of them acting singly is, authorized in the name and on behalf of this Corporation, under its corporate seal, if desired, to negotiate a definitive agreement with CORE for the provision of services related to maintaining a top-level domain registry, on commercially reasonable terms, a final version of such definitive agreement to be brought before the Board for subsequent approval of its final terms.
Reimbursement of Expenses
RESOLVED: That, upon the occurrence of conditions to be determined by vote of the Board, each Founder Member be reimbursed by the Corporation for all reasonable out-of-pocket expenses incurred in establishing the Corporation and funding the Corporations activities.
Date of Annual Meeting of Members
RESOLVED: That the date of the first annual meeting of members be, and it hereby is, set for July 8, 2001, in the country of Spain and the city of Barcelona, the specific time of day and place of such meeting to be determined by the Secretary of the Corporation in consultation with the directors of the Corporation.
Date of Next Meeting of the Board of Directors
RESOLVED: That the next meeting of the Board of Directors shall take place by telephonic conference on December 4, 2000, the specific time of such meeting to be determined by the Secretary in consultation with the directors of the Corporation.
RESOLVED: That the officers are, and each of them acting singly is, authorized from time to time in the name and on behalf of this Corporation, under its corporate seal, if desired, to execute, make oath to, acknowledge, deliver and file any and all of the agreements, instruments, certificates and documents referred to in the preceding Resolutions, with such changes as the officer so acting may deem necessary or desirable, and to take or cause to be taken all other actions in connection with the transactions which are referred to in, or contemplated by, the preceding Resolutions, as may be shown by the officer's execution or performance to be in the officer's judgment necessary or desirable, the taking of such action by an officer of this Corporation to be conclusive evidence that the same is authorized by the directors of this Corporation.
All of the above resolutions were carried unanimously.
On motion made and then seconded, the meeting was then adjourned.
The minutes of this meeting shall be filed appropriately, with the other minutes of meetings of the directors of this Corporation.
Edward G. Black, Esq.
Secretary Pro Tempore
DATED: September 29, 2000
Director, the J. Paul Getty Museum
Deborah Gribbon was appointed Director of the J. Paul Getty Museum on October 2, 2000. Prior to that she had been Deputy Director and Chief Curator at the Getty Museum since 1998. She joined the Museum in 1984 as Assistant Director for Curatorial Affairs.
Prior to joining the Getty staff, Dr. Gribbon was Curator of the Isabella Stewart Gardner Museum in Boston from 1976 to 1984. She graduated from Wellesley College and received her Ph.D. in 1982 from Harvard University, where she specialized in 19th-century paintings and wrote a dissertation on Edouard Manet. While pursuing her doctorate, she was awarded the Theodore Rousseau Fellowship for Museum Studies. Her publications include articles on the Gardner Museum and on the work of James McNeill Whistler, as well as The J. Paul Getty Museum and Its Collections: A Museum for a New Century, which she co-authored with John Walsh.
Assistant Director, the J. Paul Getty Museum
Kenneth Hamma is Assistant Director for Collections Information at the J. Paul Getty Museum in Los Angeles and Project Director for getty.edu, the Web site for the Getty Trust and its programs. In helping plan the creation, maintenance and support for the use of digital resources in the Museums public and scholarly activities, he oversees the Museums departments of Information and Media Systems, Photo Services, Digital Media and Information Planning. From 1987 until 1996 he was Associate Curator of Antiquities for the Getty Museum and before that Associate Professor of Greek and Roman archaeology at the University of Southern California and Associate Director of the Princeton Archaeological Expedition to Marion, Cyprus.
Dr. Hamma has been active throughout his career in many professional organizations serving the museum community and scholarship including Advisory Committee and Board positions on the Art Museum Image Consortium, the Consortium for Interchange of Museum Information, and the American Academy of Rome.
Director, Department of Information Technology
Swedish Museum of Natural History
Cary Karp serves as the Director of Internet Strategy and Technology for the International Council of Museums (ICOM). Prior to his concurrent position at the Swedish Museum of Natural History, Dr. Karp worked at the Music Museum in Stockholm since 1973, first as Curator of the Musical Instrument Collections and then as its Deputy Director for the last ten years of his tenure there.
Dr. Karp has been an active museum professional for over 30 years. His work with ICOM is longstanding and expansive, holding leadership roles in several of its International Committees, including those representing Conservation, Musical Instruments, and Documentation. He has been appointed to numerous Boards and Advisory Committees serving Swedish national museums, European Union initiatives, and a host of international consortia working to advance the museum communitys participation in the development and use of the Internet.
Bernice L. Murphy
Vice President, International Council of Museums
Bernice Murphy assumed the Vice Presidency of ICOM in 1998 and serves on its Ethics Committee and is Coordinator of the Task Force for ICOM Review and Reform. Current with her positions at ICOM, Ms. Murphy works as an independent curator and scholar. Prior to joining ICOM and since 1989, Ms. Murphy worked for the Museum of Contemporary Art in Sydney, Australia, first as Chief Curator and Deputy Director and more recently as the Director. She also held positions at the Power Gallery of Contemporary Art, the Art Gallery of New South Wales and the Gallery Directors Council of National and State Art Museums of Australia.
Throughout her career, Ms. Murphy has been very active in ICOM serving on the Executive Council; the Australian National Committees Executive Board and the International Committee for Modern Art. She has published more than 120 articles, catalogues and books and was awarded "1999 Emeritus Medal" for museum curatorship and service to the visual arts of Australia. Ms. Murphy was educated at the University of Melbourne in the Humanities.
President, International Council of Museums (ICOM)
Jacques Perot has been President of the International Council of Museums since 1998 and has held numerous positions at ICOM including Secretary of the International Committee of Applied Arts, Secretary and Chair of the French National Committee as well as Vice-Chair and Chair of the ICOM Advisory Committee. Concurrent with his Presidency at ICOM, M. Perot is Director of Musées nationaux et & Domaine des châteaux de Compiègne & Blérancourt and Director of the Clemenceau-de Lattre National Museum, a position he has held since 1974.
After graduating from the Ecole National des Chartres, Paris in 1970, M. Perot assumed the Directorship of the Vendée Archives until 1976 when he became Curator of the Diplomatic Archives, Ministry of Foreign Affairs. After his next position as Curator of the Pau Castle National Museum, he was appointed the Deputy Director of the Ecole du Louvre and the Ecole du Patrimoine. Then until 1998, M. Perot directed of the Army Museum at the Invalides in Paris.
Secretary General, International Council of Museums (ICOM)
Manus Brinkman is Doctorandus of International Relations from the University of Amsterdam. He worked in Amsterdam's Tropen Museum as Director of the Children's Museum and was closely involved with its activities involving developing countries, ethnic minorities and disadvantaged communities within the Netherlands. As Director of the Dutch Museums Association since 1990, Dr. Brinkman has managed a national association similar to ICOM in terms of membership, size and budget. He has edited the Association's magazine, Museumvisie and has been an active member of the Network of European Museum Organisations (NEMO). He has worked with NEMO since its establishment in 1990, and has been its Chair since 1995. Dr. Brinkman has been actively involved in numerous international activities, including the campaign against the illicit traffic in cultural property.
Director of Financial Management
The J. Paul Getty Trust
Since 1998, Steve Juarez has managed the financial affairs of the Getty Trust overseeing the budget, accounting and risk management. Prior to that he was Assistant Vice Chancellor for the University of California at Los Angeles for Government and Community Relations. Mr. Juarez has worked over ten years in the California State Legislature in a range of positions dealing with consumer protection, government efficiency, and transportation. He was appointed Executive Director of the California Debt Advisory Commission by the State Treasurer.
Mr. Juarez earned a Bachelor of Arts in Political Science and a Masters in Public Administration from the University of California at Los Angeles (UCLA). Continuing his academic interests, Mr. Juarez serves as a Senior Fellow to the School of Public Policy and Social Research at UCLA and is an Adjunct Professor at the University of Southern Californias School of Public Administration.
Partner, Corporate Department
Ropes & Gray
Ed Black is a partner in the Corporate Department of Ropes & Gray and head of the firm's Intellectual Property and Technology practice. Prior to that he was Director of the law firm of Howard, Rice, Nemerovski, Canady, Falk & Rabin and a Partner in Foley, Hoag & Eliot in Boston. He represents for-profit and non-profit entities in the creation and management of intellectual assets. Mr. Black has represented major museums and universities concerning web environments, new media publications, distance learning networks, and traditional educational, archival, and publishing activities. Mr. Black also represents commercial and non-commercial ventures involving domain names, trademarks, service marks, and branding tools.
Ed graduated from the Boalt Hall School of Law of the University of California at Berkeley in 1989 and then served as Law Clerk to the Honorable D. Lowell Jensen, Judge of the United States District Court for the Northern District of California. Ed remains active in state Bar Associations, as well as a number of trade and professional associations where he is a frequent speaker on intellectual property, media, and technology.
Associate, Corporate Department
Ropes & Gray
Steve Baglio joined Ropes & Gray in 1999 as an associate in the corporate department. Steve received a B.S.E. in Civil Engineering and Operations Research cum laude from Princeton University in 1996. He earned a J.D. from Columbia University School of Law, where he was named a James Kent Scholar, in 1999. During law school, Steve was a Teaching Fellow in Contracts for Professor E. Allan Farnsworth and an Articles Editor for the Columbia-VLA Journal of Law and the Arts.