Allied
Arts Council
of St. Joseph, MO Inc.
[ return
to "About Us" ]
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
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.”
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
|
For
the latest
