BYLAWS

ELMORE COUNTY ART GUILD, INC.

ARTICLE I

NAME

The name of this non-profit corporation shall be Elmore County Art Guild, Inc. hereafter referred to in these By Laws as the Guild.

ARTICLE II

OBJECT

The Guild is organized exclusively for charitable, scientific and educational purposes. More specifically, the object of the Guild shall be to promote original art, stimulate interest in and encourage greater knowledge of arts in Elmore County and central Alabama.

ARTICLE III

MEMBERSHIP AND DUES

SECTION 1. Membership is open to anyone 18 years and over who has an interest in the arts.

SECTION 2. Members

A.     Members shall be those whose dues are currently paid and those who have life-time or honorary membership.

B.     The list of all members shall be kept up to date by the Treasurer.

SECTION 3.   Dues

A.     Payment of annual dues are required of each active member and shall be payable by the Winter Show in February.  Failure to pay annual dues shall result in a member’s loss of membership.

B.     Membership dues and other assessments shall be fixed at any regular meeting by a recommendation of the Board of Directors and with a majority vote of active members present.

 

 

 

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1.   Board Role, Size and Compensation

            The Board is responsible for overall policy and direction of the Guild, and delegates responsibility for day-to-day operations to the Guild Officers and Committees. The Board shall have up to five (7) and not fewer than three (3) members. The Board receives no compensation other than reimbursement for reasonable expenses.

SECTION 2.   Meetings

            The Board shall meet at least twice a year, in March and September at an agreed upon time and place.

SECTION 3.   Board Elections

            Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the active Guild members present.

SECTION 4.   Terms

            All Board members shall serve 1 year terms, but are eligible for reelection.

SECTION 5.   Quorum

            A quorum must be attended by a majority of the Board members before business can be transacted or motions made or passed.

SECTION 6.   Notice

            An official Board meeting requires that each Board member have been sent written notice two weeks in advance of said meeting.

SECTION 7.   Officers and Duties

            There shall be three officers of the Board consisting of a Chair, Vice Chair, and Secretary. Their duties are as follows:

A.     The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-Chair, Secretary.

B.     The Vice-Chair will chair committees on special subjects as designated by the board.

C.     The Secretary shall be responsible for keeping record of Board actions, including overseeing the taking of minutes of all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

SECTION 8.   Vacancies

            When a vacancy on the Board exists, nomination for new members may be received from present Board Members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to the Board members with regular Board meeting announcement, to be voted upon at the next Board meeting and approved by a majority of Guild members present at the next meeting. These vacancies will be filled only to the end of the particular Board member’s term.

SECTION 9.   Resignation, Termination and Absences

            Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped and become ineligible for a  Board seat for the following year, if he/she has two unexcused absences from Board meetings, including special meetings per year.  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

SECTION 10. Special Meeting

            Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.

 

ARTICLE V

OFFICERS OF THE GUILD

SECTION 1. Officers

A.     The elected officers of the Guild shall be: President, Vice President, Secretary, and Treasurer. Officers shall be elected at the November business meeting and installed yearly at the December annual Guild meeting.

B.     All reports and necessary information relevant to the operation of the Guild shall be furnished the new officers and committee chairmen by the outgoing officers and committee chairmen by January 1st.

C.     A Parliamentarian shall be appointed by the President and shall serve as an officer for the Guild.

D.     Officers shall be limited to serving no more than two terms consecutively in the same office but may serve again at another time. This is subject to change by the unanimous vote of the Board of Directors.

 

ARTICLE VI

DUTIES OF OFFICERS

SECTION 1. President

A.    The President shall preside at all meetings of the Guild and he/she shall appoint members to chair committees and perform such duties as are necessary to the Office. The President is an ex-officio member of all committees except the Nominating Committee.

SECTION 2. Vice-President

            The Vice-President shall preside in the absence of the President and shall perform other duties as may be required by the President. The Vice-President shall assist in scheduling workshops and other programs and is responsible for the exhibiting schedules.

SECTION 3. Secretary

            The Secretary shall keep a record of the minutes of every Guild and Executive Committee meeting and shall handle the benevolence correspondence.

SECTION 4. Treasurer

A.     The Treasurer shall receive all money of the Guild and keep an accurate record of receipts and disbursements and shall pay out funds as approved by the Board of Directors or President. The Treasurer shall present a report at the regular Board of Directors meeting and the monthly Guild meetings.

B.     The Treasurer shall use a banking institution approved by the Board of Directors and shall present records to the Board of Directors for audit at the end of   the Guild year or upon request.

C.     The Treasurer will keep an up-to-date list of members of the Guild.

D.     The Treasurer shall prepare a budget and make financial information available to all members.

E.     The Treasurer shall report and pay sales taxes monthly.

F.     The Treasurer shall prepare and send Form 990-EZ, a yearly form, by May of each year.

SECTION 5.   Parliamentarian

A.     The Parliamentarian is expected to attend all regular meetings of the Guild and Executive Committee and shall advise when requested by the President or members of the Executive Committee or other active member on parliamentary questions concerning the Guild.

B.     If the Parliamentarian is unavailable or cannot attend the meetings of the Guild or Executive Committee meetings, the President shall be empowered to appoint a substitute to act as Parliamentarian for the purposes of that particular meeting alone.

 

ARTICLE VII

COMMITTEES

SECTION 1.  Standing Committees

A.    The Standing Committees shall be: Publicity, annual Winter Show, annual Alabama Impressions Show, annual RiverFest Show, annual Sparking the Arts Youth Show, Newsletter, Historian, Telephone, Chamber of Commerce, Senior Center, Grant,Website, Fund Raising, Audit, and Library Summer Art Program.

SECTION 2.   Nominating Committee

A.      A Nominating Committee Chairman shall be appointed by the Executive Committee in September . The Nominating Committee Chair shall nominate officers and also call for nominations for officers in October and November.  These nominations must be turned in for election by the business meeting in November.

B.     A majority vote of active members present shall constitute a quorum for the election at the November business meeting.

C.     Officers will be sworn in at the December annual business meeting.  Officers shall take office on January 1st and serve through December 31st.

SECTION 3.   The President may create special committees as needed.

SECTION 4.   The four elected  officers, parliamentarian and committee chairmen serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the elected officers (President, Vice-President, Secretary and Treasurer) of the Executive Committee  shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. The elected officers (President, Vice-President, Secretary and Treasurer) shall have the vote.  In case of a tie vote in the Executive Committee, the President may ask the other members of the Executive Committee to vote to break the tie.  The Executive Committee will meet once per month prior to the Guild meeting.

SECTION 5.  Special meetings of the Executive Committee shall be called upon the request of the Chair or one-third of the Executive Committee.  Notices of special meetings shall be sent out by the Secretary to each Executive Committee member postmarked two weeks in advance. 

ARTICLE VIII

MEETINGS

SECTION 1. Meetings

A.     Except as provided below, the Guild membership meeting shall meet each month on the second Wednesday for the purpose of transacting business.

B.     There will be no meetings in June, July and August unless specially called by the President.

C.     The meeting in December shall be for the purpose of voting for Board members, installing officers, receiving annual reports, and conducting any other business that may arise.

D.     In order to conduct business, a quorum shall consist of the members present. A majority shall be 51% of active members present and voting.

ARTICLE IX

Parliamentary Authority

Roberts’s Rule of Order Newly Revised shall govern the Guild as a supplement to its Parliamentary Authority.

ARTICLE X

AMENDMENTS

These By Laws shall become effective upon adoption upon formation of the Guild and ratified pursuant to vote as outlined in Article VIII. They may be amended at any regular or special meeting.

 

These Bylaws shall be ratified by vote of a majority of active members at the first membership meeting convened after formation of the Guild and shall remain in effect unless changed pursuant to the provisions for amendments contained herein.

Effective this the 9th day of November, 2011.

 

 

 

 

Note:  Background made from Libby Christensen's prize-winning photo.