BYLAWS
OF THE LINN COUNTY ARTS GUILD
OF LINN COUNTY
Name
The name of this corporation shall be Linn County Arts Guild (“Arts Guild”) and its principal
office shall be in Lebanon, Linn County, Oregon.
Object
The Arts Guild is organized exclusively for charitable, education, and literary purposes under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code; and its activity shall be conducted for the aforesaid purposes (subject to limitations stated in the Articles of Incorporation) in such a manner that no part of its net earnings shall inure to the benefit of any member, officer or individual.
The Arts Guild is a community-oriented non-profit organization.
The primary purposes of the Arts Guild shall be:
To further the creation, understanding, and appreciation of art in Lebanon and Linn County area;
To encourage public participation in and enjoyment of the arts;
To act as an educational resource and guide;
To provide an environment which supports and develops artists;
To provide opportunities for artists of all ages to display and market their art work;
To offer a variety of programs and events to teach and display art; and
To enrich the community through outreach and in-house art programs.
Membership
Membership Eligibility and Admission Procedure. Any interested person may
become a member of Arts Guild upon payment of membership dues.
There shall be five kinds of memberships:
Individual member: Anyone interested in the visual arts.
Family membership: a unit of lawfully related persons living at one residence consisting of at least one parent and one child up to two adults and two children, each additional child in a family unit will be charged an additional individual member fee.
Student membership: Student constitutes any youth 5 years of age and older but not older than 19 years of age and who is enrolled in an educational program, pre-school, kindergarten, elementary, middle, or high school.
Senior member: Interested individuals age 65 and older but not older than 79 years of age.
Senior plus member: Interested individuals at least 80 years of age and older.
Honorary life membership. Upon the signed recommendation of one member, seconded by another member, and by a three-fourths vote by ballot at the annual meeting, honorary life membership may be conferred upon an adult resident of Linn County who shall have rendered notable service to the Arts Guild. An honorary member shall have none of the obligations of membership in the Arts Guild, but shall be entitled to all of the privileges except those of making motions, of voting, and of holding office.
Term of membership. Membership is calculated on an annual basis from April 1 to March 31 each year.
Membership card. Each member shall be issued a membership card with the corporation logo and the expiration date of their membership.
Membership exclusive to member. No membership in this Guild shall be assignable or transferable by the person holding the same, or by operation of law, including by descent of devise.
Annual Dues
The members of the Arts Guild shall determine, as need arises, an amount to be assessed for annual dues by majority vote of those present and qualified to vote at the annual meeting or at a special meeting called for that purpose. The members may consider any fee recommendation made by the officers of the Arts Guild.
The annual
dues shall be established by the Arts Guild at the Annual Meeting.
Regular dues payment. Annual dues are regularly payable in advance between the first and thirtieth day of April. Due payment is encouraged between these dates to assist in budgeting purposes.
Non-regular due payments
An existing member may pay annual dues between January 1 and April 1 in advance of the year for which the dues are applicable.
The membership of a member who fails to pay annual dues on or before May 15 of the year for which the dues are due will forfeit membership in the Arts Guild the right to display artwork at scheduled exhibit sites and the annual Arts Guild Art Shows and Sale.
A new member may pay annual dues after April 30.
A new member who joins and pays an amount between January 1 and April 1 equal to the appropriate annual dues amount for the first year of membership is also considered in good standing for the balance of the year in which the payment is made.
Membership Termination
Definition of terms. Membership termination includes voluntary resignations and involuntary terminations for cause.
Voluntary resignation. Any member may resign from the Arts Guild by submitting a writing so resigning to the Recording Secretary. The recording secretary shall read the resignation writing into the minutes of the next business meeting of the Arts Guild following receipt of the notice. No member's resignation shall be accepted until all dues owed by that member are first paid.
Termination for cause. A member may be terminated for cause by action of Arts Guild following:
a fifteen (15) day notice to the Arts Guild and to the member of the charges
an opportunity to the accused to respond to the charges in person to the officers or at a regular meeting such appearance at the request of the member or in writing.
Outstanding obligations of terminating member. Upon termination of membership for any reason, all rights and interests in the Arts Guild shall cease. Termination of membership for any reason shall not discharge any outstanding obligation then owed by such person, whether such obligation is actual or potential. At the time of termination, the member terminating membership agrees to and shall return all property of the Arts Guild to one or more officers of the Arts Guild and remove, as applicable, all artwork in possession or under the control of that member from any exhibits associated with the Arts Guild. The terminating member agrees to and shall cease to use, display, or otherwise advertize any express or implied association with the Arts Guild.
Guiding Principles. The following are general guiding principles that are a privilege of each member and which are encouraged to be the practice of each member:
Each member has an equal vote.
Each person makes a difference in the Guild.
Principles are more important than personalities.
Each member needs to keep an open mind
Each member should practice listening and learning; each member has the potential of saying something that another member is ready to hear.
It is the progress that each member makes that is important, not the perfection, in which the member may often get lost.
The Arts Guild is about the membership; its officers exist to facilitate the membership in achieving its purposes.
Officers
Officers. The officers of the Arts Guild shall be:
President;
First Vice-President;
Second Vice-President;
Recording Secretary;
Treasurer; and
four Directors.
Duties. The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Arts Guild. The officers of the Arts Guild shall manage the affairs of the corporation. The administrative powers of the Arts Guild shall be vested in the officers, which shall have charge, control and management of the affairs, funds and property of the Arts Guild. They are charged to execute faithfully all the fiduciary duties owed the corporation.
President. The duties of the president include:
to act as the chief officer of and spokesperson for the Arts Guild;
to act as the chair and conduct all meetings.
First Vice-president The duties of the First Vice-president shall be:
to assume the office of President in the event of a vacancy in or upon the expiry of the term of that office;
to act as the chair in the absence of the President.
Second Vice-president. The duties of the Second Vice-president Chair includes:
to assume the office of First Vice-president in the event of a vacancy in or upon the expiry of the term of that office;
to act as recording secretary in the absence of the recording secretary. And shall perform such other duties as the Board requires.
Recording Secretary. The duties of the Recording Secretary include:
To keep minutes of all meetings of the Arts Guild.
To send appropriate notices of and prepare agendas for all meetings.
To act as custodian of all business records and reports tendered to the Arts Guild by the public, officers, and members.
To maintain a file containing copies of the Articles of Incorporation, these Bylaws and all amendments thereto, and to distribute same to all new officers following election and to allow inspection and to make copies thereof upon the request of any member.
To have the authority to authenticate records of the Arts Guild.
To keep on file copies of the last three financial statements of the Arts Guild.
To keep on file annual reports filed with the State Corporation Division.
Treasurer: The duties of the Treasurer shall include:
to have custody of all funds and ensure a true and accurate accounting of all transactions;
to keep and deposit all funds in a bank or banks to be designated by the Board;
to disburse funds when proper to do so;
to make financial reports as to the financial condition of the corporation to the Arts Guild; and
to execute any other duties as may be prescribed by the Arts Guild.
Directors. The duties of the directors shall include:
to assist the other officers in the discharge of their duties
to otherwise participate in the transaction of business of the Arts Guild.
Nomination Procedure, Time of Elections. At the regular meeting held on the
second Monday in November, a Nominating Committee of five members shall be elected by the
Arts Guild. It shall be the duty of this committee to nominate candidates for the offices to be
filled at the annual meeting in January. The Nominating Committee shall report at the regular
meeting in December. Before the election at the annual meeting in January, additional nominations from the floor shall be permitted.
Terms of office. all officers shall hold their offices for one year or until their successors are elected and duly seated, Treasurer, for two years or until a successor is elected and duly seated.
Ballot Election, Term of Office. The officers shall be elected by ballot. Except when earlier removed from office by the membership, all officers, other than the Treasurer, shall serve for a one year term or until their successors are elected and duly seated and their term of office shall begin on April 1 next following election thereto. The term of the Treasurer shall be for two years or until that officer’s successor is elected and duly seated and shall begin on April 1 next following election thereto.
Office-Holding Limitations
No member may hold more than one office at a time,
No member may be elected to the same office for more than two consecutive terms.
Only a voting member may be nominated to an office.
Vacancies in office. An election shall be conducted by the Arts Guild to fill a vacancy in an office at a meeting next following the vacancy.
Removal. Any or all officers may be removed and new elections conducted at a meeting of the membership expressly called for that purpose by a two-thirds vote of that membership.
Meetings
Regular Meetings. The regular meetings of the Arts Guild shall be held on the second Monday of each month from April to March inclusive unless otherwise ordered by the Arts Guild, with the exception of June and December. If the second Monday coincides with a holiday, the regular meeting will be held on the following Tuesday.
Annual Meetings. The regular meeting on the second Monday in January shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. The annual meeting shall be such hour and place as may be designated by the Arts Guild with adequate notice to the membership. Written notice of the annual meeting shall be mailed by regular mail or electronically by the Secretary to the membership. The notice shall be distributed at least thirty (30), but not more than sixty (60), days prior to the annual meeting. Record date for purposes of determining which members are entitled to notice shall be fixed as the day before the date on which first notice is mailed or otherwise transacted to the members.
Special Meetings. Special meetings may be called by the President or upon the written request of at least ten members of the Arts Guild. The purpose of the special meeting shall be stated in the call. The agenda of the special meeting shall be limited to the business which is stated in the call of the meeting. Except in cases of emergency, at least three days' notice shall be given.
Quorum. Fifteen members of the Arts Guild qualified to vote shall constitute a quorum.
Business approval. So long as at least a quorum of qualified voting members is present during the transaction of an item of business, an affirmative vote of majority members present or represented by proxy who are qualified to vote, shall approve an action by the members.
The Executive Board
Executive Board; composition. The officers of the Arts Guild shall constitute the Executive Board.
Powers, duties, and purpose of the Board. The board shall have such powers and duties described in the article entitled officers and shall transact such business necessary between the meetings of the Arts Guild. The Board shall have general supervision of the affairs of the Arts Guild between its business meetings, fix the hour and place of meetings of the Board, make recommendations to the Arts Guild, and perform such other duties as are specified in these bylaws or as referred to the Board by the Arts Guild. The Board shall be subject to the orders of the Arts Guild, and none of its acts shall conflict with action consistent with the articles of corporation and these bylaws taken or directed by the Arts Guild.
Regular meetings. Regular board meetings shall be conducted monthly with meeting dates and times at the discretion of the board. These meetings are open to the general membership. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from September to June, inclusive.
Special meetings. Special business meetings may be called by the president. Notice of such call shall be sent by mail by the Recording Secretary enough days in advance to be deemed fair and reasonable under the circumstances to give actual notice, but in no event less than ten (10) days prior to the meeting date, and shall state the purpose for which it is called and no business may be transacted except such as is set forth in the call for the meeting.
Quorum of the Board. A quorum at a meeting of the board shall be five.
Business approval. So long as at least a quorum is present during the transaction of an item of business, an affirmative vote of majority of the board members present shall approve an action by the members. Where a law may require a majority vote of officers in office to establish committees that exercise Board functions, to amend Articles of Incorporation, to sell assets not in regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law.
Emergency action. Any action required by law to be taken at a meeting of the Board, and any other action which may be taken at a board meeting, may be taken without a quorum present if a consent of a majority of those officers voting make a writing setting forth the action to be taken or so taken. The writing shall be signed by all the officers present and how each voted. Such action to be properly taken by the board shall be ratified by a later vote taken in a meeting properly held next following the meeting at which the vote was taken by less than the qualified number of voters.
Committees
Standing committees; duties thereof
Membership Committee. The Membership Committee shall:
keep a register of the names and last known post office addresses of all members and Board members;
process new memberships and remit membership renewal notices prior to the beginning of each new membership year;
keep a register of the names and contact information for all Guild Sponsors and Merchant Sponsors.
Finance Committee. The Finance Committee composed of the Treasurer and four other members shall:
be appointed by the President promptly after each annual meeting;
prepare a budget for the fiscal year beginning the first day of April and submit it to the Arts Guild at its regular meeting in March;
may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote.
Program Committee. A Program Committee shall:
be composed of five members each appointed by the President promptly after the annual meeting;
plan the annual program of the Arts Guild
report the annual program to the Arts Guild for its approval at its regular meeting in September.
Auditing Committee. The Auditing Committee shall:
be composed of three members each appointed by the President at the Arts Guild’s March meeting
audit the Treasurer's accounts at the close of the fiscal year and to report at the annual meeting.
Special Committees.
President's Ex-Officio Committee Membership. Such other committees shall be appointed and charged by the Arts Guild or by the President when acting as an Executive Board member as deemed necessary from time to time to carry on the work of the Arts Guild. The President shall be ex officio a member of all committees except the Nominating Committee.
Committees of the Arts Guild
The Arts Guild and its Board may establish such committees as it deems necessary and desirable. Such committees may exercise functions so charged the committee. Such committees may be advisory committees.
Standing Committee chairpersons shall be appointed by the members of the committee and will include, but not be limited to, the following: Branding, Events, Merchants, Media & Website, Membership, Education, and Design.
Any committee that exercises any function of the officers of the Arts Guild shall include at least two unrelated officers.
A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins including quorum the Executive Board elected or assigned to said committee. If a quorum is present, action is taken by a majority vote of committee members present. The chairperson of each committee shall present general plans and progress reports to the Executive Board for approval and coordination.
Committee meetings shall be held at a time, place and frequency as required to perform the necessary business at hand, at the discretion of the committee or request of the Executive Board.
No committee of the Arts Guild or Executive Board has authority to perform the following acts:
authorize payment of a dividend or any part of the income or profit of the corporation to its officers or
approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
elect, appoint, or remove officers of the Arts Guild or
adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Arts Guild or its Board.
Financial
All funds shall be under the supervision of the Arts Guild by and through its Executive Board and shall be handled and disposed of in such a manner and by such officers or agents of the Arts Guild this corporation as the Executive Board may, by proper resolution, from time to time authorize.
Members may be reimbursed for expenses related to Arts Guild activities with prior approval by a majority vote of the Arts Guild.
Any officer may be reimbursed for, with pre-approval from the Treasurer, for emergency expenses related to Arts Guild service or upon approval by a majority vote of the Executive Board.
All fund distributions must be approved by a majority of unrelated members of the Executive Board.
Checks issued for under $50 must be signed by at least one authorized officer.
Checks issued for $50 or more must be signed by at least two authorized unrelated officers.
Financial records are to be subject to regular yearly audits performed by an outside entity.
Business Memberships
Any interested business may become a member of Arts Guild upon payment of membership dues. The Arts Guild shall determine the annual dues.
Business Member. A business which which is granted the privilege of charging for time and wall or other display space of the Arts Guild Artists is a Business Member. The Arts Guild shall determine privilege of membership as a Business Member and set the annual dues for Business Members.
Business membership is annual from April 1 to March 31 each year. A business who is granted the privilege of a business membership shall be entitled to one vote at any meeting of Arts Guild.
Business membership fees are due April 1 of each year. Business members who prepay fees after December 31st are in good standing for the following membership year provided membership is current at the time of payment.
Each Business member shall be issued a membership card with the corporation logo and the expiration date of the membership of that member.
No business granted a Business membership in the Arts Guild may assign or transfer, or by other operation of law, including by inheritance.
Each business granted a Business membership is subject to all bylaws and other special rules of order of the Arts Guild.
Business Membership Termination
A business granted a Business Membership may voluntarily terminate such membership at any time upon giving written notice to the Arts Guild. The Arts Guild by majority vote of its membership may terminate the membership of a business for cause after the business is provided an opportunity to respond to the charges in person or in writing.
Upon termination of Business Membership for any reason, all rights and interests of that business in the Arts Guild shall cease.
Termination of Business Membership for any reason shall not terminate any outstanding liabilities of such business, actual or potential, existing at the time of termination.
At the time of termination all Arts Guild property must be returned to a member of the Executive Board. The business shall remove all artwork from all Arts Guild-associated exhibits.
The business member agrees to terminate any express and/or implied association with the Arts Guild.
Arts Guild Sponsors
Any person
may become a Sponsor of the Arts
Guild upon
making a one-time financial donation or providing annual financial
support to the Arts Guild or by providing in lieu of financial support
time and wall or other space to support the Arts Guild as described in
this Article. Such support shall be considered as of
Sponsorship
funds. The Arts Guild shall determine the Sponsorship
levels available.
For purposes of this Article the term “person” includes lawful business entities and for purpose of exercising the privileges afforded such business entitles, each business entity is deemed to be only one person.
There shall be four types of Sponsorships available:
One-time Sponsor. A person who makes a single financial donation during the fiscal year of the Arts Guild.
Annual Sponsor. A person who makes more than one financial contributions throughout the fiscal year of the Arts Guild.
Special Benefactors. A person who contributes a significant financial donation to the Arts Guild.
Business Sponsor. A person who in lieu of making a financial contribution donates time and wall or other display space to or for the benefit of the Arts Guild Artists is a Business Sponsor.
In addition to Business Sponsors, there shall be five levels of regular financial supporters :
Active $100
Sponsor $250
Patron $500
Investor $1000
Special Benefactor Categories (of which there are four):
Guarantor $500 ------1,000
O’Keefe $1,000 ------ 2,500
Rembrandt $2,500 ------ 5,000
Da Vince $5,000 ------ 10,000
Sponsorship year coincides with the fiscal year of the Arts Guild.
A single donation may be made at any time.
A person agreeing to provide or pledge annual financial support to the Arts Guild will be issued a reminder letter within 30 days of the beginning of the fiscal year of the Arts Guild.
Each person who continues to sponsor the Arts Guild as described in this Article shall be issued an Arts Guild Sponsor card with the corporation logo and the expiration date of the current sponsorship year upon receipt of funds.
A financial sponsor’s failure to pay established sponsorship funds within 45 days of the posting date of the reminder letter results in deletion from the published membership/sponsor roster and immediate removal from all Sponsor recognition materials of the Arts Guild.
Sponsorships or donations may be assignable in the name of another by the individual establishing the donation or sponsorship, with the approval of the Arts Guild.
Sponsors are not entitled to a vote at any meeting of the Arts Guild.
Sponsors
are eligible and invited to attend functions of the Arts Guild, to
receive notice of such events and newsletters.
Display of Art
General. The Arts Guild reserves the right to not accept for display art determined by a majority of the officers to be inappropriate for display in association with the Arts Guild.
“Inappropriate” for purposes of this Policy means a denigration or hate of religion, race, creed, national origin, color, sex, or sexual orientation; graphic or offensive nudity; explicit sex; promotion of terrorism or violence; and offensive bodily function related art. Art which is copied or not original work is also inappropriate; however, in certain cases it may be appropriate, i.e., where proof of permission from the original artist is obtained, in youth work. Art Studies and Giclees are acceptable as long as they are labeled as such.
Right to Condition. The Arts Guild recognizes that certain art may be arguably determined inappropriate by some while others may not find it inappropriate. Accordingly, the Arts Guild, in special circumstances at its discretion, reserves the right to place conditions on art accepted for display in association with the Arts Guild. Such conditions may include, but are not limited to:
specific further requirements for Special Showings as set forth in Section 6.
other conditions as determined by discretion of majority of Arts Guild.
nudity; for purposes of reviewing art where the question of nudity arises, the following policy will govern: Art of the human body is permitted if the following anatomical areas are completely and opaquely concealed: genitals and pubic region; anus; buttocks; and female breasts below a point immediately above the top of the areola.
Application. This policy applies to all art displayed in association with the Arts Guild, in its future galleries and associated sponsored off-premises displays.
Implementation. Review of art will occur at the time art is presented to the intake person for display. In those situations where the intake person believes that the art may be subject to the definition of “inappropriate,” the intake person will politely inform the artist that the art will be submitted to the Board for review prior to display. It is acknowledged that in some instances where the intake person accepts art for display, implementation may occur late due to the fact that art which has been placed on display may be subject to inquiries from Arts Guild members. In any event the officers will attempt to respond quickly to any referral from the intake person or any inquiry and review the art in question within a reasonable time frame.
Special Showings. Where upon annual shows and exhibitions are established, the Arts Guild may establish applicable conditions and/or requirements for such events.
Dispute Resolution
Regarding any dispute between the Arts Guild and any of its members or former members which can not be resolved through informal negotiation: it shall be the policy of the Arts Guild to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist in developing a mutually acceptable settlement.
No such party with a grievance against the other shall have recourse to litigation unless and until the matter is submitted to mediation and attempted to be resolved in good faith.
Corporate Indemnity
This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law.
Governing Law
The laws of the State of Oregon shall govern the Linn County Arts Guild.
Fiscal Year
The fiscal year of this corporation is January 1 to December 31.
Membership Year
The membership year of the Linn Counts Arts Guild is April 1 to March 31
Sever-ability
In the event that any provision of these Articles is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Articles.
Amendment of Bylaws
These bylaws may be amended at any regular meeting of the Arts Guild by a two-thirds vote,
provided that the amendment has been submitted in writing at the previous regular meeting.
Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern
the Arts Guild in all cases to which they are applicable and in which they are not inconsistent
with these bylaws and any special rules of order the Arts Guild may adopt.
Dissolution
Upon dissolution of the corporation, and after payment of all just debts and liabilities,
all remaining assets shall be distributed to organizations enjoying an exempt status under Section
501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax
code.
In the event that Arts Guild ceases to function as an organization, the accumulated funds shall be turned over to Emerald Empire Art Association or other non-profit art organization to be used to further art education. This decision shall be made by members in good standing at the last meeting.
Date Adopted ___October 12, 2009
IN WITNESS WHEREOF, the undersigned have set their hands,
This ____________day of _______________, 20___.
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