Allied
Arts Council
of St. Joseph, MO Inc.
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ALLIED ARTS COUNCIL OF ST. JOSEPH, MO
INC.
BYLAWS
Article I General
1.01 Name
The name of this corporation shall be the ALLIED
ARTS COUNCIL OF ST. JOSEPH, MO. INC., hereinafter
called the "Council." Resolution 11720 passed by the St.
Joseph City Council March 29, 1990 established the
Allied Arts Council of St. Joseph, MO, Inc. the official
community arts agency for the City of St. Joseph,
Missouri.
1.02 Purpose
The Allied Arts Council seeks to make St. Joseph a
better place to live through the arts. The mission of
the Allied Arts Council is to provide leadership and
support for the arts and
to its member organizations.
Article II Membership
2.01 Class of Membership
There shall be one class of membership, Voting
Members, hereinafter referred to as "Members."
2.02 Requirements for Membership
Organizational Members:
a) Organizations must be located in metropolitan
St. Joseph or its environs.
b) Organizations must be a not-for-profit
organization and have its tax-exempt status under
501(c) 3 of the Internal Revenue Code as now enacted
or as it may hereafter be amended.
c) Must demonstrate that it is fulfilling an arts
related 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.
d) Must 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 Directors, officers,
delegates to the Council and staff.
e) Must cooperate with other member organizations
to meet the cultural needs of the community.
f) Must subscribe to all policies and procedures
of the Arts Fund, whether or not an allocation is
requested.
g) Member organizations of the Council will not
be assessed dues, although contributions will be
accepted.
Individual Membership
Individual members must contribute a minimum of $25
to the annual Arts Fund Drive or to the Membership
Drive.
2.03 Election to Membership
Any organization meeting the requirements as stated
above may apply for membership in the Council. Such
written application for membership will be reviewed by
the Executive Committee of the Board and, if complete,
presented to the Board for approval. Organizational
membership to the Council shall require a 2/3 vote of
those Directors present.
2.04 Termination of Membership
Any member organization may resign its membership in
the Council, with written notice of such intent given to
the Board 60 days prior to the end of the current fiscal
year. The Council may terminate the membership of any
organization at a regular or special meeting by a 2/3
vote when it has been determined that (1), such
organization is not fulfilling the requirements for
membership as stated in these Bylaws, (2), is operating
in a manner not consistent with the purpose of the
Council, or (3), its actions, as determined by the
Council, are detrimental to the Allied Arts Council
and/or its member organizations.
2.05 Benefits of Membership
Each organization shall appoint a delegate to serve
on the Board of Directors. Each delegate is entitled to
one (1) vote at any meeting of the Council.
Special services to member organizations shall be
provided by virtue of membership and/or on a contractual
basis. Member organizations are eligible for funding
from the Arts Fund.
2.06 Membership Meetings
There shall be an Annual Meeting of the Council, held
during the month after the end of the fiscal year. The
time and place of the Annual Meeting will be determined
by the Board of Directors. At least twenty (20) days
written notice shall be given of the Annual Meeting.
Special meetings of the membership may be called by
the President, a majority of the Board of Directors, or
by the Secretary upon written request of 10% of the
current membership of the Council
At the Annual Meeting, Directors and the Nominating
Committee shall be elected. Annual reports of the
activities and financial status of the Council shall be
given by the President, Executive Director, committee
chairpersons and others as may be
appropriate. Any business requiring the attention of
the entire memberships may be transacted at this
meeting.
2.07 Quorum
A quorum for all Allied Arts Council membership
meetings shall be those voting members present. There
will be no proxy votes.
Article III Board of Directors
3.01 Composition of the Board
The Council shall consist of a Board of Directors,
elected at the Annual Meeting. One representative from
each member organization shall be selected by the member
organization and shall sit on the Board as a voting
member. In addition members of the Board shall be
elected from the membership of the Allied Arts Council
at the Annual Meeting, as proposed by the Nominating
Committee. There shall be no less that fifteen (15) nor
more than twenty (20) elected members of the Board of
Directors. Directors shall serve a term of three (3)
years. Each Director shall have one vote. The immediate
past-president shall continue for one year as a member
of the Board of Directors. No paid employee of the
Council or of any member organization shall be eligible
to serve as a Director or have a vote on the Board.
3.02 Responsibilities of the Board
The Board shall have the overall responsibility for
the management and administration of the affairs, funds
and property of this corporation and for setting all
policies.
The Board shall also have the power to appoint such
subordinate officers, employees, or agents as may be
necessary for the conduct of business and to designate
their title and compensation, if any. To this end, the
Board may engage an Executive Director who shall carry
out policies approved by the Board and who may, subject
to the Board’s approval, enter into contracts required
for the conduct of business of the Board according to
policies.
A Board member's responsibilities shall include, but
are not limited to attendance at board meetings, serve
on a committee or task force as assigned by the
President, annually support the Arts Fund Drive and the
Council’s membership drive at a meaningful level to the
Member.
3.03 Terms of Office
Election to the Board shall be at the Annual Meeting
upon the recommendation of the Nominating Committee.
Such terms of office shall be for three (3) years, and
become effective immediately. One third (1/3) of the
Directors shall be elected each year. Directors may not
be re-elected after two successive terms without a
one-year interval.
3.04 Meetings of the Board
The Board shall meet immediately following the Annual
Meeting to elect officers for the coming year. The Board
shall meet no less than ten (10) times per year. At all
meetings of the Board, business shall be transacted by a
majority vote of all Directors present and any action so
taken will be considered as the action of the full
Board.
Special meetings of the Board may be called by the
President or four (4) elected Directors. At least five
(5) days notice shall be given for special meetings. No
business may be transacted other than that indicated in
the notice of the meeting.
3.05 Quorum
A quorum of the Board shall consist of one-third of
its members.
3.06 Vacancies
A vacancy on the Board caused by death, resignation,
removal or otherwise may be filled by the Board or the
Executive Committee for the unexpired term. The
appointment shall not count toward the eligible term or
terms of Board membership.
3.07 Removal
Three (3) consecutive unexcused absences from
regularly scheduled Board meetings will be considered an
automatic resignation from the Board. A letter will be
sent to the member after two (2) unexcused absences
reminding him/her of this policy. A Director may be
removed, by a vote of two-thirds of the Board, for
misconduct affecting the Council. A Director may also be
removed, by a vote of two-thirds of the Board, if it
should reasonably appear that such Director is unable or
unwilling to meet the requirements of board membership
as outlined in 3.02
3.08 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.
3.09 Conflict of Interest
No Director shall use his or her position, or the
knowledge gained there from, 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 Director 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 Director 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 Director who is aware of a potential conflict of
interest with respect to any matter coming before the
board or committee shall not be present for any
discussion of or vote in connection with the matter.
3.10 Ex-Officio Membership to the Board
The chairman of the Trustee Committee for "The David
H. Morton Memorial Fund for the Arts", the Chair(s) of
the Arts Fund and the Chair(s) of Trails West! ®
shall serve as
Ex-Officio Directors. The Board may elect other
Ex-Officio members to the Board for special
qualifications or needs of the Board. Such Ex-Officio
members may attend meetings of the Board, but shall not
have voting privileges.
Article IV OFFICERS
4.01 Executive Committee
The officers of the Board shall be the President,
First Vice-President, Second Vice-President, Secretary
and Treasurer. The Executive Committee shall have the
powers of the Board between meetings.
4.02 Election, Terms
The election of officers shall occur at the first
Board meeting following the Annual Membership Meeting.
Officers shall serve for a term of UP TO two (2) years
or until their successors are elected and take office.
Voting shall be by voice and a majority of the votes
cast shall constitute election to office. If a voice
vote is not clear, a hand count of the votes will be
taken.
4.03 Vacancies
Vacancies which occur in any office, regardless of
reason, shall be filled by the Board or the Executive
Committee at the soonest practical date.
4.04 Duties
The duties of the officers shall be such as usually
pertain to their respective offices, or are assigned to
them by the Board.
4.05 President
The President shall be the Chief Executive Officer of
the Allied Arts Council and represents the board to the
agencies and the community.
4.06 First Vice-President
The First Vice-President shall assume all duties of
the President in the President’s absence and shall
assist the President in fulfillment of executive duties.
The first Vice President shall also be responsible for
the review of Council policies and shall serve as the
Council’s parliamentarian under Roberts Rules of Order.
4.07 Second Vice-President
Shall oversee the fundraising activities of the
Allied Arts Council in accordance with its by-laws and
its policies.
4.08 Secretary
The Secretary shall insure that the minutes of the
Members and the Board of Directors, including
attendance, be kept. The Secretary shall also cause
other duties to be performed, including but not limited
to, general correspondence of the Council, meeting
notices and lists of Members.
4.09 Treasurer
The Treasurer shall have the custody of and be
responsible for all moneys and securities of the
organization not held under trust agreement. The
Treasurer shall cause the full and accurate accounts in
books belonging to the Council, showing the financial
transactions of the Council, its accounts, liabilities,
and financial condition, and shall see that all
expenditures are duly authorized and evidenced by proper
receipts and vouchers. The Treasurer shall cause
deposits in the name of the Council, be placed in such
depository or depositories as are approved by the Board
of Directors, all moneys that may come into possession
of the Treasurer for the Council account. The books and
accounts of the Allied Arts Council shall be open at all
times during business hours to the inspection of any
Director or Officer of the Council.
Article V COMMITTEES
5.01 Standing Committees
Standing Committees of the Council shall be as
follows: Nominating, Allocations, Finance, Personnel,
Trails West! ®,
Arts Education, Visual Arts, Arts Fund, Marketing and
the Presidents’ Roundtable. The Chair of each standing
committee shall be a member of the Board.
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
Directors.
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 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 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 of the Arts Fund as approved by the Board.
It shall provide each applicant organization with a
written evaluation pertinent to the applying
organization.
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.
The finance committee shall annually set the amount
of Council funds available for staff salaries and shall
provide this information to the personnel committee
prior to the end of the fiscal year.
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 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.
The personnel committee shall be responsible for the
system used for job evaluations and responsibilities of
the Council Director and staff.
e) Presidents’ Roundtable Committee
The Presidents’ Roundtable shall consist of the
president or the designee of each member organization
and the director or his or her equivalent of each
organization.
The chairman of the Roundtable shall be the president
of the board of the Allied Arts Council.
The Roundtable Committee may meet monthly, but shall
not meet less than quarterly.
The purpose of the Roundtable is to communicate to
the Allied Arts Council Board the needs of its member
organizations.
The Roundtable will also provide a forum to resolve
issues and concerns shared by member organizations.
The Roundtable Committee shall provide a written
report at least annually to the Council outlining
services, programs or activities which the member
agencies believe would be beneficial to Council members.
The Board shall review the feasibility of the
recommendations and the methods of possible
implementation. Implementing any recommended actions
proposed by the Presidents’ Roundtable shall require the
approval of the Allied Arts Council’s board.
The Roundtable may discuss such other topics and
information which is beneficial to the member groups.
Decisions among Roundtable members shall not be
considered decisions of the Council.
f) David H. Morton
Memorial Fund for the Arts Committee
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 or as funds
allow.
There shall be a Trustee Committee consisting of
seven members whose duty it shall be to advise the
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."
The members of the "David H. Morton Memorial Fund for
the Arts" Trustee Committee shall be elected by the
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 NOT BE considered a term.
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.
g) Other Committee(s):
Other committees shall include Trails West!®, Arts
Education, Visual Arts, Arts Fund and Marketing. These
committees shall recommend policy, plan and implement
program, evaluate program delivery, and advise the Board
in the execution of the program elements in their field.
The President shall appoint the chairs of the Arts
Education, Visual Arts, Arts Fund and Marketing
Committees. The Trails West!® chair is a two
year commitment and is appointed by past Trails West!®
chairs. The chair of these committees shall be
members of the Council’s Board.
5.02 Special Committees
The Board may elect and the President may appoint
such special committees as may be required to assist or
advise the Board in the conduct of Council business.
Such committee members are not required to be Directors.
Special Committee Chairs shall be ex-officio members of
the Board without voting privileges.
Article VI FINANCIAL ADMINISTRATION
6.01: Fiscal Year
The fiscal year of the Council shall be July first
(1) through June thirtieth (30).
6.02: Investments and Depositories
The Board 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, 1st Vice-President, 2nd
Vice President, Secretary, Treasurer or Executive
Director. The Executive Director may sign checks without
additional signatories, in accordance with current board
approved policies.
6.03: 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 Board.
6.04: 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 each fiscal year.
Article VII ARTS FUND
7.01: 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.
7.02: Chair
As early as practicable in advance of each Arts Fund
drive, it shall be the responsibility of the Executive
Committee to select and appoint a chair for the Arts
Fund.
7.03: 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.
7.04: 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 by the Allocations
Committee.
To receive funds from the drive, organizations must
be a member agency of the Allied Arts Council, apply for
allocations, and abide by all policies set forth in the
Arts Fund Policies and Procedures.
Article VIII EXECUTIVE DIRECTOR
Executive Director. The Executive Director is hired
by the Board and serves at the discretion of the Board.
The Executive Director has day-to-day responsibility for
the Allied Arts Council, including carrying out the
Council's mission, goals and policies and management of
staff and volunteers. The Executive Director will attend
all Board meetings, report on the progress of the
Council, answer questions of Directors and carry out the
duties described in the Director’s job description. The
Board can designate other duties as necessary. The
Executive Director represents the Allied Arts Council to
the public.
Article IX AMENDMENTS
These bylaws may be amended or repealed or new bylaws
may be adopted by a simple majority affirmative vote at
any regular, special or annual meeting of the Board,
provided that the proposed amendment has been presented
at a previous Board meeting one month before, or mailed
to the Council 20 days prior to the meeting.
Article X 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.
Approved July 24, 2008 by the Board of Directors
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