Allied Arts Council 


Saint Joseph, Missouri  U.S.A.

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Allied Arts Council
of St. Joseph, MO Inc.

 

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Bylaws

Article I - Name
Article II - Mission Statement
Article III - Organizational Membership
Article IV - Corporate and Individual Membership
Article V - The Board of Directors and Full Council
Article VI - Meetings
Article VII - Officers
Article VIII - Committees
Article IX - Financial Administration
Article X - The Arts Fund
Article XI - David H. Morton Memorial Fund for the Arts
Article XII - Amendments
Article XIII - Parliamentary Authority


ARTICLE I

NAME

The name of this corporation shall be the ALLIED ARTS COUNCIL OF ST. JOSEPH, MO INC., hereinafter called “Allied Arts Council” or “the Full Council.” 

ARTICLE II

MISSION STATEMENT

The Allied Arts Council exists to enrich the lives of the citizens of the St. Joseph Mo. area by bringing arts and people together.  As the leadership organization for the arts in St. Joseph, the Council fulfills its mission in several ways:  by supporting our member organizations in promoting artistic opportunities;  by providing financial support, and fostering coordinated cultural planning;  by offering programs to educate and develop future audiences;  by providing forums of expression for local artists;  and by advocating for arts and its member organizations at the local, state, and national levels.

ARTICLE III

ORGANIZATIONAL MEMBERSHIP

Section 1:  Organizational Eligibility

The organizational membership of the Council shall consist of those not-for-profit organizations or institutions which shall comply with the requirements set forth below.  There shall be one class of organizational membership. 

Section 2:  Organizational Members

a)      Must be located in the metropolitan St. Joseph Mo. area.

b)      Must be primarily concerned with directly and actively, on a community-wide basis, developing and maintaining high standards in the broad area of the arts.

c)      Must be a not-for-profit organization and have established its tax-exempt status under Section 501(c)3 of the Internal Revenue Code as now enacted or as it may hereafter be amended.

d)     Must demonstrate that it is fulfilling a community need, that its organizational structure has been well established, and that it has financed itself for a period of time (no less than twelve months) to be specified in each case by the Board of Directors.

Section 3:  Organizational Responsibilities

Each organizational member shall:

a)      Maintain a responsible management with a governing body which shall meet regularly;

b)      File with the Council at the beginning of the fiscal year the following:

1.  The program for the coming year, including dates, times, location and admission.

2.  The names of board members, officers, delegates to the Council, and staff.

c)    Strive to maintain high standards in respect to performances, exhibition, or activity;

d)   Cooperate with other member organizations in effectively meeting the cultural needs of the community;

e)   Shall subscribe to all policies and procedures of the Arts Fund whether or not an annual allocation is requested.

Section 4:  Organizational Benefits

Upon qualification and acceptance to membership, each organization shall appoint a delegate from its governing body to serve on the Full Council until the end of the current fiscal year. 

Thereafter, the delegate shall be appointed at least 30 days prior to the Annual Meeting of the Council and shall assume duties as of July 1.  

The delegate shall be the president of the member organization, whenever possible, or current or recent past officer of the governing body.  

Each delegate is entitled to one (l) vote at any meeting of the Full Council.

Section 5:  Method of Election to Organization Membership

Any organization engaged in community-wide program of cultural or educational activity may apply for membership in the Allied Arts Council.  Such prospective member shall submit evidence of having complied with the requirements of membership.  

The qualifications of any organization applying for membership shall be examined by the Executive Committee of the Council, and the name of the organization shall then be presented to the Board for approval.  If the Board approves the qualifications of such organization, the applicant shall be admitted to membership by the Board until such time as they choose to withdraw or fail to fulfill membership requirements.

Section 6:  Resignation From Organizational Membership

Any member organization may resign at the close of any fiscal year provided that written notice of intention to resign is given to the Board at least two months prior to the close of such fiscal year.

Section 7:  Termination of Organizational Membership

The Full Council may call a regular or special meeting of the Full Council for purpose of determining whether or not a member organization shall be terminated.  The Full Council, by a two-thirds vote, may terminate the privileges of membership of any organization, when in the judgment of the Full Council such organization is not meeting the criteria set by these bylaws and/or the Full Council, or is otherwise operating in a manner not in keeping with the purpose of the Council or detrimental to this organization and/or its members.

Section 8:  Organizational Dues

Member organizations shall not be assessed dues.

Contributions by member organizations to the Arts Fund shall be accepted.  

Services to member organizations shall be provided on a contractual basis.  

ARTICLE IV

CORPORATE AND INDIVIDUAL MEMBERSHIP 

Corporations, businesses and individuals who make an annual contribution of at least $5 through either the Arts Fund or the Council Membership Drive shall be categorized as Members of the Corporation. 

Such contribution entitles the donor to one vote at the Annual Meeting and any other meetings of the entire Membership.  

ARTICLE V

THE BOARD OF DIRECTORS AND FULL COUNCIL

Section 1:  Composition of Full Council and Elected Board

The Full Council shall consist of the Elected Board and the Agency Representatives. The number of Agency Representatives shall equal the number of organizational members. The number of members of the Elected Board of Directors shall be no less than fifteen (15) nor more than twenty (20), the number to be determined by the Elected Board at a regular meeting at least six months prior to the Annual Meeting.  The composition of the Full Council shall be as follows: 

a)   One delegate from the governing body of each member organization, to serve a term of one (1) year.

b)   A number of Elected Directors who are corporate donors and/or patrons of the arts and whose numbers shall exceed the number of organizational delegates.  The Elected Directors shall serve a term of three (3) years.

c)   The immediate past-president shall continue for one year as a member of the Elected Board when his/her Board term has expired.

d)  Each Director shall have one vote.

e)   No paid employee of the Council or paid employee of any member organization shall be eligible for election or appointment to the Board.

Section 2:  Ex Officio Membership

By virtue of office the following directors shall be appointed annually:   

a)      The Arts Fund chair or co-chairs shall be a member of the Elected Board while serving in that capacity.

b)      The chair of the Trustee Committee for “The David H. Morton Memorial Fund for the Arts” shall be a member of the Elected Board while serving in that capacity.

c)      The Chair of the Trails West!®  Steering committee shall be a member of the Elected Board while serving in that capacity.   

The ex officio organizational representatives shall have all the privileges of Board membership, including voting powers. 

Section 3:  Responsibility and Powers

The Full Council shall have the overall responsibility for the management and administration of the affairs, funds and property of this corporation and for setting all policies.  

In addition, the Full Council shall also have the power to appoint such subordinate officers, employees, or agents as may be necessary in its judgment for the conduct of business and to designate their title and compensation, if any.  To this end, the Full Council may engage an Executive Director who shall formulate and carry out policies approved by the Full Council, and who may, subject to the Full Council approval, enter into all contracts required for the conduct of business of the Council.

Section 4:  Nomination

The Nominating Committee shall present the slate of candidates for the elected Board.  The slate shall be posted at the offices of the corporation and published in the newsletter of the Council at least twenty (20) days prior to the Annual Meeting.  Additional nominations may be made from the floor, but only with the consent of the nominee.

Section 5:  Election

Directors shall be elected by a majority vote of the entire membership present at the Annual Meeting.  

One third (1/3) of the Directors shall be elected each year.  

Elections shall become effective immediately.    

Directors may not be re-elected after two successive terms without a one-year interval.

Section 6:  Executive Committee

The President, Vice-President, President Elect, Immediate Past President, Secretary, Treasurer plus chair of the Arts Fund shall be the Executive Committee.  They shall hold office until their successors are elected.  

The Executive Committee shall have the powers of the Board between meetings.  

A majority of this Committee shall constitute a quorum.  

It shall meet at the call of the President or upon the written request of four (4) members of the Board.  

It shall develop long range cultural plans for approval by the Full Council.

Section 7:  Vacancies

Vacancies which occur among Organizational Delegates shall be filled by the Governing body of that organization.

Section 8:  Automatic resignation

Three consecutive unexcused absences from Full Council or Board meetings shall constitute a resignation. A letter shall be sent to the member after two unexcused absences reminding him/her of this policy.

Section 9:  Indemnification of Directors and Officers  

Each director or officer, employee or agent, or former director or officer, employee or agent of the corporation and his legal representatives may be indemnified by the corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made party by reason of his being, or having been, such director or officer; and any person who, at the request of the corporation, served as director or officer of another corporation in which the corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation;  provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer.  The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the board of directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon.  

In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the board of directors may rely conclusively upon an opinion of independent legal counsel selected by such board or committee.  Unless otherwise provided by law, any compromise settlement authorized herein shall be effective without the approval of any court.  The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.  

No director or officer of the corporation shall be liable to any other director or officer or other person for any action taken or refused to be taken by him as director or officer with respect to any matter within the scope of his official duties except such action or neglect or failure to act as such shall constitute negligence or misconduct in the performance of his duties as director or officer.

Section 10:  Conflict of Interest  

No Full Council member shall use his or her position, or the knowledge gained therefrom, in such a manner that a conflict between the interest of the organization or any of its affiliates and his or her personal interests arises.   

Each board member has a duty to place the interest of the organization foremost in any dealings with the organization and has a continuing responsibility to comply with the requirements of this policy.  

Board or committee members may not obtain for themselves, their relatives, or their friends a material interest in any kind from their association with the organization.  

If a Full Council member has an interest in a proposed transaction with the organization in the form of a significant personal financial interest in the transaction or in any organization involved in the transaction, or holds a position as trustee, director, or officer in any such organization he or she must make full disclosure of such interest before any discussion or negotiation of such transaction.  

Any Full Council member who is aware of a potential conflict of interest with respect to any matter coming before the Full Council or committee shall not be present for any discussion of or vote in connection with the matter. 

ARTICLE VI

MEETINGS

Section 1:  The Members of the Council

The members of the Council shall have no regularly scheduled meetings, with the exception of the Annual Meeting.  The Full Council may, however, call special meetings of all organizational and contributing members to be held at which time and place as the Full Council shall deem appropriate, or upon the request of 10% of the current membership.

Section 2:  Annual Meeting

The Annual Meeting of the Council shall be held in the month of July on the third Thursday.  At least twenty (20) days written notice shall be given of the Annual Meeting.  

At the Annual Meeting, Directors, and the Nominating Committee shall be elected; annual reports of the activities and financial status of the organization shall be given by the President, Executive Director and such committee chairs and others as may be appropriate.  Any business requiring the attention of the entire membership may be transacted at this meeting.

Section 3:  Quorum for Membership Meetings

A quorum for all membership meetings shall be those members present and voting.  There shall be no proxy voting allowed.

Section 4:  Regular Meetings of the Full Council and Elected Board

The Full Council shall meet immediately following the Annual Meeting to elect officers for the ensuing year. The Full Council shall meet quarterly in September, December, March, and June. In addition, the Elected Board shall meet in October, January, April and July. The Executive Committee may meet in months not noted above. All meetings shall take place on the third Thursday of each month.   

Section 5:  Special Meetings of the Full Council and Elected Board

The Full Council may have special meetings at any time upon the call of the President or four (4) Elected Directors.  At least five (5) days notice shall be given for special meetings.  

At special meetings, no business may be transacted other than that indicated in the notice of the meetings.

Section 6:  Quorum for the Full Council and Elected Board Meetings

A quorum of the Full Council shall consist of one-third of the Elected Board and the Agency Representatives.

A quorum for the Elected Board shall consist of a majority of the Elected Board.

ARTICLE VII

OFFICERS

Section 1:  Personnel

The officers of the Council shall be a President, a President-Elect, a Vice-President, a Secretary, and a Treasurer.   

Section 2:  Nomination

The Nominating Committee shall present a slate of candidates for the officers of the Council.  Additional nominations may be made from the floor.  No name shall be placed in nomination without the consent of the nominee.

Section 3:  Election

Officers shall be elected by the Full Council from their number immediately following the Annual Meeting for a term of one (1) fiscal year or until their successors are elected and take office.  

Voting shall be by voice and a majority of the votes cast shall be necessary for election.   

No officer may serve more than three (3) consecutive terms in the same office.

Section 4:  Vacancies

Vacancies which occur in any office shall be filled by the Board from a slate submitted by the Nominating Committee.

Section 5:  Duties

The duties of the officers shall be such as usually pertain to their respective offices, or are assigned to them by the Board.

ARTICLE VIII

COMMITTEES

Section 1:  Standing Committees

Standing Committees of the Council shall be as follows:  Nominating, Allocations, Finance, Personnel, Trails West!®, Arts Education, Visual Arts, Arts Fund Advisory, and Marketing.  

a)  Nominating Committee

A Nominating Committee of five (5) members shall be elected by the entire membership at the Annual Meeting.  The Committee shall consist of three (3) Directors of the Board and two (2) people who are not current Board members.  

The Chairman of the Committee shall be appointed from the Committee by the President of the Council.  

The Nominating Committee shall present nominations for all Elected Directors, each elective office, and the Nominating Committee.  It shall also present nominations for the positions that become vacant during the year.  

No Nominating Committee member or Chairman shall serve more than two (2) consecutive years.  

The nominative slate shall be published in the newsletter at least twenty (20) days prior to the Annual Meeting. 

b)  Allocations Committee

The Allocations Committee shall consist of twelve-to-fifteen members, who represent the giving interests of both corporate and individual donors to the Arts Fund.  Members of the Allocations Committee shall serve a term of three (3) years.  There shall be no officer of a member organization on the Committee.  

The Allocations Committee shall be appointed by the president from recommendations by the Nominating Committee in such a manner that approximately one-third of the membership shall be appointed each year.  The Chairman of the Allocations Committee shall be appointed by the President.  

The Allocations Committee shall implement the policies for the Arts Fund and approved by the Full Council as follows:  

1) Analyze budgets and proposals of applicant organizations for funding by the Arts Fund, in accordance with the established criteria:  quality programming, financial need, community impact, earned income, management capability, fiscal accountability and audience development and outreach.  

2) Recommend the levels of allocation for applicant organizations and the drive goal, subject to the approval of the Full Council.  

Review and make recommendations to the Full Council on all applications for organizational fund raising submitted in accordance with the established policies.  

The Allocations Committee shall meet as often as is deemed necessary.  

c)  Finance Committee

A Finance Committee composed of the Treasurer, at least two (2) other Directors and such other persons as deemed necessary, shall be appointed by the President.  

The Treasurer of the Council shall chair the Finance Committee.  

The Finance Committee shall be responsible for the preparation and monitoring of the annual budget, investment of Council funds, and shall have prepared monthly financial statements.  

The Finance Committee shall also be responsible for the investment of the Arts Fund and Council assets, and shall make such financial reports as is deemed appropriate.  

d)  Personnel Committee

A Personnel Committee of at least three (3) members and a Chairman shall be appointed annually by the President.  The Chairman and at least one other member of the Committee shall be Directors.  

The Personnel Committee shall review and recommend all policies regarding employee relations and other related matters to be approved by the Full Council.  It shall assure that all policies are implemented according to legal standards.

The Personnel Committee shall conduct an annual evaluation of the Executive Director.

e)  Other Committee(s):

Other committees shall include Trails West!®, Arts Education, Visual Arts, Arts Fund Advisory and Marketing.  These committees shall recommend policy, plan and implement program improvements, evaluate program delivery, and advise the Full Council in the execution of the program elements in their field.  The chairs of these committees shall be appointed annually by the President from recommendation of the Nominating Committee, Arts Fund Advisory Committee and past Trails West!® Chairs.

Section 2:  Term

All Standing Committees shall serve for one (1) fiscal year or until their successors assume office following the Annual Meeting, unless otherwise stated in these bylaws.  

Section 3:  Ex Officio Members

The President shall be an ex officio member of all standing and special committees.

ARTICLE IX

FINANCIAL ADMINISTRATION

Section 1:  Fiscal Year

The fiscal year of the Council shall be July first (1) through June thirtieth (30).

Section 2:  Investments and Depositories

The Full Council shall make such rules as in its judgment are necessary concerning the receiving, the banking and the disbursing of funds, and the handling of any other business of the Corporation.  Authorized signatures for any bank or investment account shall be any two of the following:  President, Vice-President, President Elect, Secretary, Treasurer or Executive Director.  The Executive Director may sign checks without additional signatories, in accordance with current board approved policies. 

Section 3:  Sale and Transfer

Any two of the officers of the Corporation shall have authority to sell any stocks or other registered securities standing in the name of the corporation, at the direction of the Elected Board.

Section 4:  Audit

The accounts of the Council shall be audited by an independent certified public accountant appointed by the Board at the end of each fiscal year, and at such other times as are deemed appropriate.  

The report of the auditor shall be presented to the Board for adoption prior to October 31 following each fiscal year. 

ARTICLE X

THE ARTS FUND

Section 1:  Purpose

The Arts Fund’s purpose is to finance through a single drive each year that portion of the budgets of funded organizations which would merit support in a community-wide fund raising drive.  The raising and allocation of funds is its primary purpose.  It does not exist for the purpose of administering, supervising or attempting to dictate the policies, practices or internal procedures of funded organizations.

Section 2:  Chair

As early as practicable in advance of each Arts Fund drive, it shall be the responsibility of the Executive Committee and Arts Fund Advisory Committee to select and appoint a chair for the Arts Fund.

Section 3:  Duties of Chair

The Chair of the Arts Fund shall appoint the Chairs of all necessary campaign divisions and develop a plan for all divisional appointments and campaign strategies.

Section 4:  Funded Organizations

The organizations included in the Arts Fund drive and the terms of their participation shall be determined by the Board on the recommendation and with approval of their budgets by the Allocations Committee.  

ARTICLE XI

DAVID H. MORTON MEMORIAL FUND FOR THE ARTS

Section 1:  Purpose

The purpose of the David H. Morton Memorial Fund for the Arts shall be to assist in the sponsorship of at least one memorial arts event annually.

Section 2:  The Trustee Committee

There shall be a Trustee Committee consisting of seven members whose duty it shall be to advise the Full Council regarding the receipt, investment, administration and disbursement of monies which donors have contributed to the Allied Arts Council and designated as contributions to the “David H. Morton Memorial Fund for the Arts.”

Section 3:  Terms of Office and Election of the Trustee Committee

The members of the “David H. Morton Memorial Fund for the Arts” Trustee Committee shall be elected by the Full Council of the Allied Arts Council, upon the nomination by the Nominating Committee.  

Each Trustee shall serve a term of six years commencing with his/her election and concluding with the election of his/her successor.  

One-half of the Trustee Committee, in a three-member, four-member rotation, shall be elected every three years.  

A partial term shall be considered a term.  

Section 4:  Officers of the Trustee Committee

The Trustee Committee shall designate a chairman and secretary/treasurer from among its members for a term of three years or until his/her succession is duly designated and qualified. 

ARTICLE XII

AMENDMENTS

These bylaws may be amended or repealed or new bylaws may be adopted by a three-fourths affirmative vote at any regular, special or annual meeting of the Full Council, provided that the proposed amendment has been presented at a previous Board meeting one month before, or mailed to the Full Council 20 days prior to the meeting. 

ARTICLE XIII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Council may adopt.

The Vice-President shall act as Parliamentarian at all meetings of the Council.

Revised 3/17/2000 by the Full Council

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Allied Arts Council of St. Joseph
118 South 8th Street ~ St. Joseph, Missouri  64501
Phone:  816.233.0231 ~ Fax:  816.233.6704
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