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.

There shall be one class of membership, Voting Members, hereinafter referred to as "Members."

Organizational Members:

Individual Membership

Individual members must contribute a minimum of $25 to the annual Arts Fund Drive or to the Membership Drive.

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.

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.

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.

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.

A quorum for all Allied Arts Council membership meetings shall be those voting members present. There will be no proxy votes.

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.

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.

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.

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.

A quorum of the Board shall consist of one-third of its members.

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.

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

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.

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.

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.

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.

Vacancies which occur in any office, regardless of reason, shall be filled by the Board or the Executive Committee at the soonest practical date.

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

The President shall be the Chief Executive Officer of the Allied Arts Council and represents the board to the agencies and the community.

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.

Shall oversee the fundraising activities of the Allied Arts Council in accordance with its by-laws and its policies.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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, 1^st Vice-President, 2^nd Vice President, Secretary, Treasurer or Executive Director. The Executive Director may sign checks without additional signatories, in accordance with current board approved policies.

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.

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.

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.

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.

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.

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.

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.

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.

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