AAAC BYLAWS
ATHENS AREA ARTS COUNCIL, INC.
As adopted 30 November 1997 by the Steering Committee and
Approved 26 January 1998 by the Board of Directors
Revised 7 April 2006 by the Board of Directors
Revised 2012 by the Board of Directors; Approved by the Membership
ARTICLE I
NAME
The name of the corporation shall be Athens Area Arts Council, Inc. (hereafter “Council”). The offices shall be located in Athens, Georgia, unless otherwise determined by the Board of Directors (hereinafter “Board”); although meetings of the Board may be held at such places within the state of Georgia as designated by the Board.
ARTICLE II
BUSINESS OF THE COUNCIL
A. MISSION AND GOALS – The mission of the AAAC is to connect the arts to the community through promotion, education, and funding. The goals of the AAAC are to integrate the artistic resources of the Athens area into our educational institutions and economy; to serve as a clearinghouse for information about the arts; to provide educational and professional support services to working artists; and to bring the arts to all aspects of the Athens community.
B. FISCAL YEAR – The fiscal year of the Council shall be July 1 through June 30 as per the organization’s IRS and Georgia filings as a 501c3 NONPROFIT CORPORATION.
C. ACTIVITIES – No part of the activities of the Council shall consist of participating on behalf of or in opposition to any candidate for public office, nor shall Council operate a social club for the benefit of its members or carry on business with citizens in a manner similar to organizations operated for profit. Notwithstanding any other provision of these bylaws, Council shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the U.S. Internal Revenue Code.
D. CONTRACTS AND OTHER DOCUMENTS – The Board, unless otherwise required by law, the Articles of Incorporation or elsewhere in these bylaws, may authorize any officer(s) or agent(s) of the Council, in addition to the officers so authorized elsewhere by these bylaws, to enter into any contract or execute and deliver any instrument or document in name of or on behalf of Council and such authority may be general or confined to specific instances. Any such authorization must be in writing, signed by the President after appropriate Board approval as reflected in the minutes thereof.
E. CHECKS, DRAFTS, LOANS AND OTHER ORDERS – All bills of Council shall be paid by check, draft, loan, or other order for the payment of money signed by the President, Vice President, Treasurer, Secretary, or staff designated by the Board.
F. GIFTS – Any contribution, gift, bequest or devise to Council for the general purpose of any special purpose of Council may only be accepted by the Board on behalf of Council.
G. CONSULTANTS TO THE COUNCIL– The Board members may elect or appoint any person or persons to act in an advisory capacity to Council or in any honorary capacity with respect to Council.
H. BOOKS AND RECORDS – Council shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board, committees and members, and shall keep at the registered office a record giving the names and addresses of the Board, officers and members. All books and records of Council may be inspected by any member of the Board, by any member of Council, or by their appointed agent or attorney for any proper purpose at a reasonable time to the extent provided by O.C.G.A. 14-3-1602.
ARTICLE III
MEMBERSHIP
A. ELIGIBILITY – Membership shall be open to those individuals or groups (including but not limited to sole proprietorships, businesses, partnerships, nonprofit organizations, or corporations) who value the arts and share the aims and interests of Council.
B. VOTING – For voting purposes, organizational/group members in good standing shall be entitled to cast one vote through one designated person, duly selected by that group, who is present at any meeting. Likewise, all individual members in good standing shall be entitled to cast one vote in person at any meeting. No proxy voting is permitted. Whether a person is in good standing shall be determined by reference to the last submitted Treasurer’s Roster or other evidence that the member has paid dues for the current year and has no outstanding debt owing to Council. Any questions concerning credentials of group representatives and the standing of any member to vote shall be determined by the chair of that meeting and noted in the minutes thereof.
C. DUES, RIGHTS AND PRIVILEGES – Annual dues structure and other rights and privileges of membership shall be determined by the Board at the recommendation of the Membership Committee.
ARTICLE IV
MEMBERSHIP MEETINGS
A. ANNUAL MEETING
1. REQUIREMENT – There shall be at least one (1) meeting of the membership per year and designated as the annual meeting for the entire membership of Council. This meeting shall be held during the spring of each year, unless otherwise determined by the Board.
2. NOTICE – Notice of the annual meeting of Council shall be given by the President through the dissemination of public service announcements (PSAs) to local media outlets (press, radio and TV) in a timely fashion so that PSAs may be running at least two (2) weeks before the scheduled meeting. The PSA shall at least contain the date, time and place of the annual meeting.
Additionally, the President shall ensure that every member is sent written notice of the annual meeting at least seven (7) days prior to the meeting, either through a newsletter of Council or individual reminder via email. This written notice to the membership shall contain the date, time and place of the meeting; a single slate of nominees for election to the Board and instructions for additional nominations; and a brief listing of other known topics for presentation to the membership. Attendance at the annual meeting or any other meeting, for which notice is required by these bylaws, or actual advance notice of any such meeting, shall constitute a waiver of any written notice requirement.
B. SPECIAL MEETINGS
1. Subject to paragraph B.3, hereof, special meetings of the membership may be called at any time by the President or by a simple majority of the Board or by one-third (1/3) of the members of Council stating the purpose of the meeting.
2. Subject to paragraph B.3, hereof, special membership meetings shall be announced by email notice to all Council members at least five (5) days prior to each meeting. Said notice shall specify the date, time, place and purpose of the meeting.
3. If a Special membership meeting is called for the purpose of amending these bylaws or removing any Board member shall be announced by email notice to all members of Council no later than seven (7) days prior to any such meeting, which shall specify the date, time, place and purpose of the meeting, and contain a statement of the proposed action.
C. CONDUCT OF MEETINGS – At each meeting of the membership, the presiding officer shall conduct the meeting and shall report, or cause to be reported, actions taken by the Board since the last membership meeting.
ARTICLE V
BOARD OF DIRECTORS
A. COMPOSITION
1. The Board shall consist of duly elected members of Council in good standing. The Board shall be composed of not less than eight (8) nor more than twenty-one (21) members including the past President. All individuals shall serve a two (2)-year term.
2. The Nominating and Board Development Committee shall exercise best efforts to ensure that Board membership reflects the diversity of the community. Nominations should include representatives from business, industry, educational institutions, historical organizations, and citizens from the community at large.
B. REMOVAL
1. Any Board member who has been absent for three (3) consecutive regular meetings of the Board without reasonable cause satisfactory to the other Board members may be removed by a two-thirds (2/3) vote of the Board members present at any meeting.
2. Any Board member may be removed, with or without cause, by a two-thirds (2/3) vote by ballot of the members of Council present and voting at a meeting of Council announced pursuant to these bylaws.
C. VACANCIES
1. Vacancies occurring on the Board may be filled upon nominations by Board members and by the affirmative vote of a majority of the Board. Such person shall serve the remainder of the term of the member replaced. This replacement member could later be placed on a slate for membership approval.
2. Voluntary retirements or resignations by any Board member for any reason shall be in writing to any officer of Council and shall create a vacancy upon the date specified therein, and if no date is specified, upon receipt.
D. ELECTION AND TERMS OF OFFICE
1. At the annual meeting members will vote on successors to Board members whose terms are expiring. Election shall be from a slate presented by the President, together with any additional nominations. As with all voting on Council matters, no proxy voting shall be permitted.
2. The terms of office of the members of the Board shall be two (2) years, commencing at the close of the annual meeting of their election, with approximately one-third (1/3) of the Board rotating off each year. Board members are eligible for re-election to another term on the Board, but no Board member shall serve more than four (4) consecutive years without at least one year off the Board prior to renewed service.
3. The Immediate Past President of Council shall serve on the Board in an advisory capacity for at least one (1) year following tenure as President, if not then elected or eligible for election to the Board.
E. POWERS
1. The Board shall have and exercise all powers necessary to transact the business of Council and shall administer the affairs of Council to accomplish the purpose of Council in accordance with these bylaws, except as may otherwise expressly be required by the Articles of Incorporation, and in accordance with all local laws and laws of the State of Georgia and the United States of America.
2. Specifically, the Board shall be responsible for the following:
a. Approval of all activities of the Council
b. Approval of the annual operating budget and amendments thereto; and
c. Providing an appropriate level of funding to support Council activities.
3. Additionally, the Board shall authorize such paid staff positions deemed necessary to carry out the activities of Council, to adopt standing rules and policies, and to authorize the disbursement of funds.
4. No Board member shall transact business in the name of the corporation without prior approval of the Board. Members shall be held individually accountable for any action taken without approval and such may be viewed as a breach of fiduciary duty to the Board and Council authorizing the immediate removal of that member from office, among other sanctions. No action taken against any such Board member shall prevent the Board or Council from taking appropriate legal action and pursuing any legal remedies afforded by such breach. Failure of a Board member to take any action on a matter for which action is deemed appropriate and authorized by the Board or these bylaws may amount to “action” if such failure to act is willful and knowing as determined by the Board. The Board may sanction such inaction, without prejudice to any legal action or remedy the Board may pursue.
F. MEETINGS
1. REGULAR MEETINGS – the Board shall hold at least one (1) regular meeting in every three-month period of the year at a time and place to be determined by the Board and announced with reasonable advance notice.
2. SPECIAL MEETINGS – Special meetings may be called at any time by the President, by the Executive Committee, or by the Secretary upon request by a simple majority of the Board members, with prior notice given to each Board member. Such notice shall include a statement of the purpose of the meeting as well as the date, time and location of the special meeting. Business at that meeting shall be limited to the stated purpose of the meeting.
3. QUORUM – A quorum shall be fifty percent (50%) of the Board, excluding vacancies. A majority of those present and voting shall decide all questions except those where a larger vote is required by these bylaws (or by Robert’s Rules of Order, Newly Revised), or as otherwise provided by law. When a quorum is not present, at the discretion of the presiding officer, (a) the meeting may be adjourned, (b) it may be postponed or delayed until a quorum is obtained, or (c) proposed recommendations can be sent via email to all Board members for an email vote with results to be reflected in the minutes of the next meeting.
G. FINANCIAL BENEFIT
1. No Board member, nor any member of the immediate family of a Board member (as defined in the Council Policies by the Board), shall benefit financially in any way from any affairs or operation of Council.
2. No part of the net earnings of Council shall inure to the benefit of any members of Council or any individual. Council shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
ARTICLE VI
OFFICERS
A. OFFICERS – The daily affairs of Council shall be the responsibility of the following officers, whose election, terms of office and duties are specified in this article: President, Vice President, Secretary, and Treasurer.
B. ELECTION AND TERMS OF OFFICE
1. Officers shall be elected by the Board at its Board meeting within sixty (60) days following the annual meeting. They shall be elected from a single slate of consenting Board members presented by the Nominating and Board Development Committee. The term of all offices shall be two (2) years from the above Board meeting. No individual may occupy two or more offices at the same time. No officer may serve more than two (2) consecutive terms in the same office unless approved by the Board.
2. VACANCIES – In case of vacancies in offices other than the Presidency, which shall be filled by the Vice President, any vacant offices shall be filled for the unexpired portion of the term by vote of the Board. Vacancies may be filled or offices created and filled at any meeting of the Board.
3. RESIGNATION AND REMOVAL
a. An officer or agent elected or appointed by the Board may be removed by the Board whenever the Board deems the best interests of Council would be served thereby. Removal shall not affect the contract rights, if any, of the person so removed.
b. An officer may resign by giving written notice to the Board through the President or the Secretary. Any such resignation shall take effect upon the date of receipt of such notice or at any later time therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
C. DUTIES
1. PRESIDENT – The President shall be the principal executive officer of Council and shall in general implement and supervise all of the business and affairs of Council, subject to the Board and any authorized committee of the Board. In addition, the President shall perform such other duties as may be prescribed by the Board from time to time. The President shall preside at all meetings of Council, the Board, and the Executive Committee. Subject to the approval of the Executive Committee, the President shall appoint all committee chairs. The President shall serve ex-officio as a member of all committees except the Nominating and Board Development Committee. Together with the Treasurer, the President shall sign all the contracts and leases approved by the Board. The President shall see that all orders and resolutions of the Board are executed.
VICE PRESIDENT – The Vice President shall preside at all meetings in the absence of the President. In the event of a vacancy of the office of the President, the Vice President shall assume the chair and serve out the term, which period of service shall not count as a term for limitation of successive terms’ purposes. The Vice President shall have all powers and perform all of the duties of President in the absence of the President or in the event of the inability of the President to perform the duties of office. Additionally, the Vice President shall perform all duties delegated by the President or the Board. The Vice President shall be considered the President-elect subject to the election required by Article IV, A.2.
SECRETARY − The Secretary shall keep minutes of all the meetings of the Council, Board, and Executive Committee, including the record of attendance. This Secretary shall also be responsible for maintaining a complete file of all Council records, including a complete list of all names and addresses of members of Council. This secretary shall be responsible for all correspondence of the Council.
TREASURER − The Treasurer shall have charge of the funds of Council and shall secure their deposit in such banks, vaults, and other companies as shall be designated by the Board. The Treasurer shall present the report of accounts to the Executive Committee and to the Board at their respective regular meetings. This report shall be in a form approved by the Board and shall present a clear statement of the assets and liabilities, receipts and disbursements, and outstanding bills. The Treasurer is responsible for paying the bills, making deposits, balancing the checkbook, and all other fiscal record keeping. The Treasurer shall be responsible for the operation of the approved methods of accounting. Immediately following the close of fiscal year, the Treasurer shall have the record-keeping books available for review by the Board. At the Annual Meeting, the Treasurer shall submit a complete financial report to Council, which shall include a roster of members in good standing and entitled to vote.
ARTICLE VII
EXECUTIVE COMMITTEE
A. COMPOSITION–The Executive Committee shall consist of the Council officers and Immediate Past President. Non-voting consultants to the Committee may be appointed or hired as the officers may deem proper by and with the consent of the majority of the Executive Committee.
B. AUTHORITY–All actions taken by the Executive Committee shall be binding on the Council until reported at the first meeting of the Board thereafter, when the Board shall either amend, rescind, delimit, modify, take no further action, in which latter event the action for the Executive Committee is deemed ratified.
C. MEETINGS–The Executive Committee shall confer monthly. Additional meetings may be called by the President or any three (3) of the members of the Executive Committee, provided that proper notice shall have been given.
D. NOTICE–Notice of meetings shall be given in a manner satisfactory to a majority of the Executive Committee, and bylaw provisions applicable to non face-to-face meetings of the Board shall apply to the Executive Committee.
E. QUORUM–A simple majority of the Executive Committee shall constitute a quorum.
ARTICLE VIII
OTHER COMMITTEES
A. COMPOSITION, POWERS, AND DUTIES
1. All committees shall be chaired by a member of the Board. Non-voting consultants may participate in the activities and deliberations of such committees at the direction of the committee chair.
2. Any and all acts of committees shall be subject to ratification at the next meeting of either the Executive Committee or the Board, whichever occurs first. Whenever the Executive Committee is the ratifying body, its actions are subject to review by the Board at its next meeting in accordance with these bylaws.
3. Meetings shall be called by the chair upon notice satisfactory to a majority of the committee.
4. A quorum shall consist of fifty percent (50%) of the committee members and all
committee action shall be by majority vote.
B. COMMITTEES
1. PUBLIC RELATIONS: This committee will strive to insure communications within the arts community and its audiences and among the arts patrons and to encourage the sharing of ideas in open dialogue. This committee shall have two functions:
a. The production of a quarterly newsletter and sent out notice of events of interest to the membership.
b. The management of the Council’s website as a means of tracking all community events through the web administrator.
c. The advertisement of events held by the Council.
2. MEMBERSHIP: This committee shall develop and implement plans for increasing Council membership. It shall send out renewal forms to all members for renewal of annual membership and letters that congratulate members upon receiving of dues.
3. PROJECT AND PROGRAM COMMITTEE: This committee shall consist of several sub-committees each of which shall oversee a project or program. Each of these sub-committees shall be designated by the Board and shall only exist as long as the individual project or program.
4. RESOURCE DEVELOPMENT / FUND RAISING: This committee shall develop and implement plans for raising funds to meet Council goals.
ARTICLE IX
PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Newly Revised shall be the parliamentary authority on all questions of procedure not specifically covered by the Articles of Incorporation, these bylaws, or by special rules of procedure adopted by the Board. The chair of any meeting shall exercise complete discretion and shall make final determination of any parliamentary issues raised at such meeting. Such determination shall be made a part of the minutes of the meeting as reported but shall not be subject to review. Any appeal of action(s) taken, which affected by and parliamentary ruling(s), shall be only upon the substance of the action(s) taken or not taken at the meeting.
ARTICLE X
AMENDMENTS
These bylaws may be amended based on recommendations by the Board at any meeting of Council or special meeting as described in Article IV, B3. Approval requires a simple majority of members of the Council present and voting.
