Bylaws for Chestertown RiverArts

Article I.
Name
The name of the corporation is the Chestertown RiverArts.

Article II.
Purpose
The purpose of the corporation is to promote the arts through workshops, classes, and exhibitions; to foster an appreciation of and encourage activity in art and design; to support and promote local artists; and to cooperate with other organizations with similar objectives.

Article III.
Members
The members of the corporation (“Members”) will be persons who have an interest in creative arts and crafts who make application for membership and who have paid dues established by the Board.

Section 1. Categories of Membership

  1. Individuals – any individual 18 years or older who is interested in the objectives of the corporation
  2. Family – Up to two adults and any dependent children living in the same household
  3. Friends– any member/family/business making a membership payment according to the current dues structure
  4. Honorary –any individual who has become distinguished through personal efforts and contributions to the organization and who may, in recognition thereof, be voted rights of membership without payment of dues. The Board will have the authority to confer this distinction for either one year or for life.

Section 2. Member Input

An opportunity will be provided at least quarterly to formally address members of the Board with concerns, suggestions, or proposals.

Section 3. Meetings of Members

  1. Annual Meeting – The “Annual Meeting” of Members will be held in June ofeach calendar year with at least thirty days notice. The purpose of the Annual Meeting will be:
    • To elect Directors of the corporation
    • Other purposes as specified by the Board of Directors in a notice of such ameeting
    • Purposes requested by any Member to the Board of Directors at least 30days prior to the scheduled date of such meeting
  2. Special Meetings – Special membership meetings may be called at any time by the Board of Directors or by written petition sent to the Board from a minimum of ten percent of the Members. Notice of the time and place of special meetings shall be given at least thirty days prior to the meeting.

C. Quorum – The number of Members attending a meeting of Members will constitute a quorum.

D. Vote Required –At a meeting of Members with a quorum present, action may be taken by a vote of at least a majority of Members attending the meeting.

Article IV.
Board of Directors

Section 1. Powers

Subject to the Articles of Incorporation and these Bylaws, the corporation and its assets will be managed by its Board of Directors. The Board may hire an Executive Director. In the absence of an Executive Director, the board may hire staff to execute the programs of the organization.

Section 2. Composition

The Board of Directors shall be comprised of at least 8 and no more than fifteen Members (“ Directors”), as determined by resolution of the Board.

Section 3. Qualifications of the Board

The organization shall strive for Board composition that reflects cultural, gender, and multi-ethnic diversity, includes persons with a broad range of essential business and leadership skills, and represents a balance of the community at large.

Section 4. Tenure

  1. Term – Each Director shall serve a term of three years. A director who has served two consecutive full terms shall be ineligible for reelection until one year after the expiration of that director’s final term.
  2. Election of DirectorsA Nominating Committee, which will be comprised of Directors not currently serving as Officers and of Members, will present a slate of Directors at the Annual Meeting. Nominations may also be made from the floor. Members of the corporation will elect Directors during the Annual Meeting. Any vacancy occurring in the Board of Directors mid-term shall be filled by majority vote of the remaining Directors. When an incoming director is replacing a director leaving prior to the end of their term, the incoming director shall fulfill the unexpired term. All other elections shall be for a three-year term.
  3. AttendanceBoard members shall be expected to attend all meetings. Excessive absences may be grounds for removal from the Board.

D. Removal

Any Director may be removed by the Board of Directors upon a two-thirds majority vote of all the Directors.

Section 5. Meetings

The Board will meet at least quarterly on such date, time, and place as determined by the Board. Board Meetings are open to members of the organization. The Board may choose to enter into an executive session when addressing personnel issues and other issues such as real estate or litigation.

  1. A special meeting of the Board may be held on a date at least ten days after a notice of such meeting is sent to the Directors specifying the date, time, place, and purpose of such a meeting. The giving of such notice may be waived by unanimous vote of the Directors. In select cases, the Board may choose to utilize conference calls or web-based conferences in place of face-to-face meetings.
  2. Quorum – Attendance at a meeting by at least a majority of the Directors will constitute a quorum for the transaction of business.
  3. Vote Required – Action may be taken at a meeting at which a quorum is present with a majority vote except where otherwise specified in the bylaws. In exceptional cases, the Board may take action without a meeting by notifying all Directors and obtaining the approval of the majority of Directors.

Article V. Officers

Section 1. Election

The Officers of the corporation will be elected by the Board from current Board at the first Board meeting after the Annual Meeting. Officers will be President, Vice President, Treasurer, and Secretary. The Board may elect additional officers if the need arises.

Section 2. Roles

The President will act as Chairperson of all meetings of Members and of the Board. The Vice President will act as President in the absence or disability of the President. The Treasurer will keep records and account for the funds of the corporation. The Secretary will keep minutes of all meetings of the Board and of members. Additional Officer roles will be specified as positions are created.

Section 3. Term

The term of office is one year for all officers. Each officer may be re-elected to serve up to four consecutive terms.

Section 4. Elections
A. Nominations – Each year a nominating committee comprised of Board members

not currently serving as Officers will nominate a new slate of Officers.

  1. Election – The new slate of Officers will be formally voted upon by the Board atthe first Board meeting following the Annual Meeting.
  2. Vacancies – Vacancies, in any office for any reason, shall be filled by the Boardof Directors for the unexpired term of office.

Section 5. Executive Committee

The Executive Committee is comprised of the Officers elected by the Board and has the power of the Board of Directors between meetings of the Board to respond to the day-to-day operation of the organization. Action may be taken by the Executive Committee with a majority vote. Such action shall be recorded and minutes distributed to the board.

Article VI.
Committees
The Board may create committees to serve the organization.

Article VII.
Amendment
The Board of Directors shall propose any changes or additions to the bylaws to be presented at a meeting of Members with thirty days notice to Members. Any change or addition shall pass with a vote of a two-thirds majority of those present.

Article VIII.
Incorporator
Initial Board Terms – Chester River Artworks and the Chestertown Arts League shall each choose six members to serve on the Board of the merged organization. The term for the six designated members from each organization will be staggered with two people serving three year terms, two serving two year terms, and two serving one year terms. The joint Board may then choose to identify one to three additional members with staggered terms.

 

 
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