By-Laws
Arts Council of Marion County By-Laws
ARTS COUNCIL
MARION COUNTY
BY-LAWS
JULY 1996
ARTS COUNCIL
MARION COUNTY
THE BY-LAWS
ARTICLE I – IDENTITY
Section 1. Name
Section 2. Status
Section 3. Location
ARTICLE II – PURPOSE AND OBJECTIVES
Section 1. Purpose
Section 2. Diversity
Section 3. Assets
ARTICLE III – NON-PROFIT PROVISIONS
Section 1. Distribution of Earnings
Section 2. Dissolution
Section 3. Prohibition Against Lobbying
ARTICLE IV – MEMBERSHIP
Section 1. Qualifications
Section 2. Non-Restrictive
Section 3. Classifications
Section 4. Resignation
Section 5. Suspension or Expulsion
Section 6. Grievance
Section 7. Vote
Section 8. Annual Meeting
ARTICLE V – BOARD OF DIRECTORS
Section 1. Composition
Section 2. Compensation
Section 3. Nomination
Section 4. Terms
Section 5. Attendance
Section 6. Past Presidents
Section 7. Meetings
Section 8. Notification of Meetings
Section 9. Policies and Procedures
ARTICLE VI – OFFICERS
Section 1. Number, Election and Term
Section 2. Duties
Section 3. Other Officers
Section 4. Bonding
Section 5. Resignation and Removal
Section 6. Vacancies
Section 7. Compensation
Section 8. Delegation of Duties
ARTICLE VII –INDEMNIFICATION
ARTICLE VIII – COMMITTEES
ARTICLE IX –BOOKS, RECORDS AND REPORTS
Section 1. Annual Report
Section 2. Permanent Records
Section 3. Inspection of Corporate Records
ARTICLE X – FISCAL YEAR
ARTICLE XI – COUNCIL SEAL
ARTICLE XII – AMENDMENTS
Section 1. Changes
Section 2. Vote
Section 3. Filing
ARTS COUNCIL
MARION COUNTY
THE BYLAWS
A SOUTH CAROLINA NON-PROFIT CORPORATION
ARTICLE I IDENTITY
Section 1. NAME
The name of this corporation is ARTS COUNCIL MARION COUNTY
hereinafter referred to as the Council.
Section 2. STATUS
The corporation is a not-for-profit, non-stock corporation under statutes of the State of South Carolina.
Section 3. REGISTERED OFFICE
The Council’s principle office is to be: ________________________
________________________________________________________
The Board of Directors, hereinafter referred to as the Board, may change the location of the main office effective upon filing a certificate with the office of the Secretary of State for the State of South Carolina. The Council may also maintain offices at such other places as the Board may, from time to time, determine.
ARTICLE II PURPOSES AND OBJECTIVES
Section 1. PURPOSE
The purpose of the Council is to stimulate, organize, and promote the arts and cultural life as permitted to be carried on by nonprofit corporations under the laws of South Carolina and the Internal Revenue Code of 1986, Section 501 (c) (3) or the corresponding provisions of any future United States Revenue law. The objective of the Council is to provide information, resources, funding, program guidance, education, publicity and communications for the arts. The term “arts” is understood to include, but is not limited to, the performing, visual, literary, environmental, and other allied arts.
Section 2. DIVERSITY
The Council shall strive to cultivate diverse, multi-cultural arts participants and audiences. The Council may undertake other programs or services deemed necessary to fulfill the cultural needs which are not met by other organizations.
Section 3. ASSETS
To carry out this purpose the Council is authorized to lease, buy or hold ny personal or real property insofar as this activity is incidental to the primary purposes of the Council and to do any or all other things necessary, appropriate, and incidental hereto as authorized and approved by the Board.
ARTICLE III NON-PROFIT CORPORATE PROVISIONS
Section 1. DISTRIBUTION OF EARNINGS
No part of the net earnings of the Council shall inure to the benefit of its members or other private persons, except that the Council shall be authorized to pay for services rendered or costs incurred, and make distributions to further the purposes herein set forth.
Section 2. DISSOLUTION
Upon dissolution of the Council, after paying or making provisions for payment of all liabilities of the Council, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for any public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Council is located, exclusively for such purposes or to such organization or organizations, as said court will determine, which are organized and operated for such purposes.
Section 3. PROHIBITION AGAINST LOBBYING
No substantial part of the activities of the Council shall be given to the promulgation of propaganda or to other means designed to influence legislation. The Council shall not participate by any means in any political campaign on behalf of any candidate for public office.
ARTICLE IV MEMBERSHIP
Section 1. QUALIFICATIONS
Membership in the Council shall be open to all individuals and organizations interested in promoting or participating in the arts, paying such dues and/or making such contributions to include monetary or relevant services in exchange for quid pro quo, to the Council which the Board may establish as criteria for membership, and abiding by such rules and policies as the Board may establish. Upon payment of annual dues, all members shall be entitled to basic services according to the membership classifications and may be issued a membership certificate. Membership may attend all regularly scheduled meetings of the Board.
Section 2. NON-RESTRICTIVE
Membership shall be open to all regardless of race, sex, creed, national origin or handicap.
Section 3. CLASSIFICATIONS
The Board shall determine the types and classifications of membership and shall set appropriate dues and assessments.
Section 4. RESIGNATION
Any member of the Council may formally resign from the Council provided written notice is given to the Board at least 60 days prior thereto. Such resignation shall constitute waiver of right to any funds either budgeted for or otherwise promised by the Council to the resigning member.
Section 5. SUSPENSION OR EXPULSION
The Board, by majority vote, may reclassify, suspend or expel any member upon evidence of material violations of the By Laws, public laws, regulations, or practices of the Board. The member in question shall be entitled to be heard by the Board before such action is taken. Expulsion of a member shall terminate all rights to any funds either budgeted for or otherwise promised by the Council to the expelled member.
Section 6. GRIEVANCE
The Grievance Committee, if needed, shall consist of three (3) members: Two (2) from the Board and one (1) from general membership. Purpose: To hear any legitimate complaint brought against a fellow Board or Council member, which action may result in the removal or expulsion from the Council. Such committee shall serve as justifiable course for all parties involved. Matters may be brought before the grievance committee either by written or verbal request to a member of the Executive Committee not less than five (5) nor more than thirty (30) days from the issuance of the grievance.
Section 7. VOTE
Each member shall have one vote: Families and organizations shall appoint one delegate to vote. Members shall have the right to be heard before the Board, or before any duly appointed committee of the Board or at any duly called Board or Committee meeting. Members shall have the right to attend annual meetings, the right to elect the Board in a duly authorized election, and whatsoever powers and rights as the Board shall designate.
Section 8. ANNUAL MEETING
There shall be an annual meeting held during the fourth quarter (April-June) of the fiscal year at a time and place such as the president shall designate. At this time reports shall be made by the Officers and Committee Chairmen. Notice of the annual meeting shall be mailed to all members in good standing at their address as it appears on the membership role, noting time and place at least fourteen (14) days prior to such meeting. A notice is also to be published in the local newspapers for at least two (2) consecutive issues at least seven (7) days prior to the meeting. At each annual meeting a simple majority shall rule.
ARTICLE V BOARD OF DIRECTORS
Section 1. COMPOSITION
The Board shall be composed of not less than twelve (12) nor more than twenty five (25) members all of whom are members of the Council. The Board shall be elected by the members at the Annual Meeting from a slate of nominees presented to them by the Council’s Nominating Committee. The Executive Director shall be an ex-officio Board Member and shall have the right to attend all Board meetings except when the Board meets to evaluate the performance of the Executive Director.
Section 2. COMPENSATION
No member of the Board shall be employed by the Council or contract to perform services for the Council. This shall not be meant to prevent a Director from conducting a class as an independent contractor under the customary arrangements by the Council nor shall it prevent a Director from performing as an artist.
Section 3. NOMINATION
Nominating Procedure: In the first quarter of the new fiscal year (July-Sept.) the President shall appoint a Nominating Committee to nominate candidates for election to the Board at the next Annual Meeting. The Chairperson of the committee shall be the immediate past President.
The Nominating Committee shall consist of seven (7) members, four (4) from general membership and three (3) from the Board. The Nominating Committee shall insure that candidates are representative of the entire geographical area of Marion County and diverse multi-cultural interests. The committee shall submit its list of candidates to the Board at least sixty (6) days before the annual meeting. Additional nominations may be submitted upon petition to any of the three members of the Board on the nominating committee.
Section 4. Terms
Board members shall serve for three year terms, which shall be staggered so that five (5) members retire each year. Members serving on the Executive Committee in the last year of their three year term may be elected to one additional three year term. No officer on the Board may serve more than two consecutive one year terms in the same office. Board members who are elected to serve less than a three year term may be elected to an additional full three year term. Under no conditions shall a Board member serve more than six (6) consecutive years. Vacancies for unexpired terms shall be filled by a person selected by a two-thirds (2/3) majority of the remaining members of the Board.
Section 5. ATTENDANCE
Any Board member who misses two (2) consecutive meetings without explanation or fails to attend more than half (1/2) of the regular Board meetings during the fiscal year, shall be deemed to have resigned his position on the Board. A letter accepting his resignation shall be sent to the absent member without further action by the Board.
Section 6. PAST PRESIDENTS
The immediate past President shall be a non-voting ex-officio member of the Board for one year in the event that his term on the Board has expired.
Section 7. MEETINGS
The Board shall have regular meetings during the year, not less than six. The Board shall elect officers for the coming year immediately following the annual meeting. In addition, the Board may have special meetings at any time upon the call of the President or at the request of any of five Board members. At all meetings of the Board, business shall be transacted by a majority vote of all members present, and any action taken by the Board shall be deemed the action of the Board. At such meetings, voting can not be by proxy. A quorum for these meetings shall consist of one-third (1/3) of the members. Where these By Laws are silent, Roberts Rules of Order, Latest Revised Edition, shall apply.
Section 8. NOTIFICATION OF MEETINGS
Members of the Board shall be notified by written or printed notice of all regular Board meetings stating the place, day and hour of the meeting and, in case of a special meeting, the purpose of the meeting, delivered personally or by mail not less than six (6) days before the meeting. Notice shall be given to each member. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail with postage paid and addressed to the Member at the Member’s address as it appears on the records of the Council. Reasonable notice of additional Board meetings shall be given by any usual means of communications.
Section 9. POLICIES AND PROCEDURES
The Board shall establish Council policy, rules and regulations and direction of affairs of the Council consistent with the laws of South Carolina and the By Laws of the Council. The Board shall designate a bank or banks in which the Council funds are to be deposited and shall have the usual powers of members of the Board of Directors of a business corporation.
ARTICLE VI OFFICERS
Section 1. NUMBER, ELECTION AND TERM
The officers of the Board shall consist of the President/Chief Executive Officer, Vice-President, Secretary/Registered Agent and Treasurer/Chief Financial Officer.
Section 2. DUTIES
Officers of the Board shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers as may from time to time be specifically decided by the Board.
Section 3. OTHER OFFICERS
The Board shall have the power to appoint such subordinate officers, employees or agents, as may be necessary in their judgment for the conduct of business of the Council, and may designate their title and compensation, if any. To this end the Board may engage an Executive Director who will formulate and carry out business policies approved by the Board and, subject to the Board’s approval, enter into all contracts required for the conduct of business of the Council.
Section 4. BONDING
The Treasurer/Chief Financial Officer, Executive Director and other staff members, if any, handling funds, as the Board may designate, may be bonded by a sufficient fidelity bond, in an amount set by the Board and paid for by the Council.
Section 5. RESIGNATION AND REMOVAL
Any officer may resign at any time by giving written notice of such resignation to the President or any other Officer of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect only after being presented in a scheduled meeting of the Board. Any Officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board at the time.
Section 6. VACANCIES
A vacancy in any office may at any time be filled for the unexpired portion of the term by a majority vote of the Board.
Section 7. COMPENSATION
The Officers of the Board shall not be entitled to compensation.
Section 8. DELEGATION OF DUTIES
In the absence of any Officer or for any other reason deemed sufficient by the Board, the Board may delegate his/her powers or duties to any other Officer or to any other member of the Board.
ARTICLE VII INDEMNIFICATION
All officers, directors or employees of the Council shall be indemnified to the full extent allowed by the laws of the State of South Carolina and shall be paid for by the Council.
ARTICLE VIII COMMITTEES
The Board may designate an Executive Committee and one or more other Committees. Such Committees shal have such functions and exercise such power of the Board as can lawfully be delegated, and to the extent provided from policies in creating such committee or committees. Meetings of Committees may be held without notice at such time and such place as shall from time to time be determined by the committees. The Committees shall keep regular minutes of their proceedings and report these minutes to the Board when required.
ARTICLE IX BOOK, RECORDS AND REPORTS
Section 1. ANNUAL REPORT
The President/CEO or the Executive Director shall send an Annual Report to each Board Member not later than four months after the close of each fiscal year of the Corporation. Such reports shall include a balance sheet as of the close of the fiscal year and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the council, and in conformity with generally accepted accounting principles applied on a consistent basis.
Section 2. PERMANENT RECORDS
The Council shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records. Such reports shall be in written form or in a form capable of being converted into written form.
Section 3. INSPECTION OF CORPORATE RECORDS
Any person who is a voting member of the Council shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books or records of accounts, minutes and records of the Council. Upon the written request of any voting member, the Council shall mail to such member a copy of the most recent balance sheet and revenue and disbursement statement.
ARTICLE X FISCAL YEAR
The fiscal year of the Council shall be the period selected by the Board as a tax year of the Council for federal income tax purposes. The fiscal year for the Council shall begin on the first of July and end on the thirtieth of June.
ARTICLE XI COUNCIL SEAL
The Board of Directors may adopt, use and modify the Council Seal. The failure to affix the Seal to Council documents shall not affect the validity of such document. The Board has chosen to adopt, use and modify a Council Seal and logo which is to consist of:
ARTICLE XII AMENDMENTS
Section 1. CHANGES
Written notice of proposed changes in these By Laws shall be mailed to each member of the Board not less than seven (7) days prior to the Board Meeting at which such proposed changes are to be considered for adoption.
Section 2. VOTE
Any amendments to these By Laws shall require a two-thirds (2/3) majority of the total Board.
Section 3. FILING
All amendments must be filed with the Secretary of State of the State of South Carolina, the Internal Revenue and other appropriate authorities.