Corporation By-Laws
SAN PEDRO RIVER ARTS COUNCIL
The name of the corporation shall be SAN PEDRO RIVER ARTS COUNCIL, hereinafter referred to as “Council.” The Council is a non-profit corporation organized under the laws of the State of Arizona.
The principal office of the Council in the State of Arizona shall be located at 208 East 4th Street, Benson, Arizona 85602, or at such other place as shall be lawfully designated by the Board of Directors of the Council, hereinafter sometimes called the “Board.”
The organization is organized exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The San Pedro River Arts Council is to stimulate individual artistic creation and public education and appreciation, by assisting artists with approved projects, by encouraging art and creativity in schools, and in public presentation of artistic accomplishments and information in suitable venues in Southeast Arizona.
Section 1 – Eligibility for Membership:
Application for membership is open to any individual that supports the stated purpose of the Council as defined in Article III. Membership is granted upon completion and receipt of a membership application and appropriate dues. Denial of membership can only be made by a majority vote of the Board.
Section II – Annual Dues:
Annual dues shall be $15 unless changed or modified by a majority vote of the Board. Other dues structures or rates may be established by the Board such as for “student” or “lifetime.” A “member is good standing” is one who is current on membership dues.
Section III – Rights of Membership:
All “members in good standing” have voting rights with one vote per member in any Council election. All votes by the members are advisory in nature and are not binding upon the Board.
Section IV – Benefits of Membership:
The Board may, from time to time, establish, modify or abolish certain benefits for “members in good standing.” Such benefits could include discount tickets to or participation or exhibition in Council events.
Section V – Non-Voting Membership:
The board shall have the authority to establish and define non-voting categories of membership.
Section 1 – Purpose and composition:
The Board of Directors shall manage the business and affairs of the Council. The Board shall consist of at least three (3) persons and shall not exceed nine (9). All members of the Board shall be residents of the State of Arizona and “members in good standing.”
Section 2 – Composition:
The Board shall consist of the following positions:
- President
- Vice President
- Secretary
- Treasurer
- Director of Education
- Director of Programming
- Director of Funding and Grants
- And two (2) Board Member at Large
These positions and the responsibilities of the members in these positions may be modified at any time by a majority vote of the Board.
Section 3 – Vacancy:
In the case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause except expiration of a Director’s term, the Directors may select a successor to hold office for the remainder of the term or until the election of a successor.
Section 4 – Removal:
Any Board member, elected or appointed, may be removed by a majority vote of the other Board of Directors whenever, in their judgment, the best interests of the Council would be served.
Section 5 – Absence:
Any Board member who has two (2) unexcused absences from Board Meetings in a twelve (12) month period may be removed by a majority vote of the other Board members.
Section 6 – Quorum:
A quorum consists of a simple majority of the active Board members. If less than a quorum is present, a meeting may be convened for the purpose of discussion, but no action shall be taken.
Section 1 – Officers:
The Officers of the Board shall be a President, Vice President, Secretary and Treasurer and shall be known as the “Executive Committee.”
Section 2 – President:
The President shall preside at all meetings of the Council. He/she shall perform all duties incident to his/her office and recommend such action as he/she believes will increase the effectiveness of the Council. He/she shall sign and execute all contracts and instruments of conveyance as authorized by the Board of Directors.
Section 3 – Vice President:
The Vice President shall assume the responsibilities as may be assigned by the President and shall have all duties and responsibilities of the President during the absence or incapacitation of the President.
Section 4 – Secretary:
The Secretary shall execute any and all such documents authorized by the Board of Directors and in general perform all duties incident to his/her office as may be assigned to him/her by the Board of Directors. The secretary shall have all duties of the President during the concurrent absence or incapacitation of the President and Vice President.
Section 5 – Treasurer:
The Treasurer shall prepare drafts and proposed fiscal year budget and shall ensure that the Council is at all times in full compliance with all regulations set forth by the Board of Directors. The Treasurer shall also oversee the proper reporting and dispersal of pre-approved funds to Events Committees for the purpose of paying expenses incurred in the course of planning and implementing Board approved arts events.
Section 1 – Regular Membership Meetings:
There are no regular meetings of the membership.
Section 2 – Regular Board Meeting:
Regular meetings of the Board of Directors shall be held at a time and place designated by the Board but as a minimum the Board shall meet once per calendar quarter.
Section 3 – Special Meetings:
Special meetings of the general membership may be called by the Board of Directors. These meetings may be open to the public at the discretion of the Board. Special meetings of the Board or Executive Committee may be called at any time, with proper notice, to transact the business of the Council. Special meetings of the Board may be called by the President or any three Board members. Meetings of the Executive Committee may be called by the President or Vice President.
Section4 – Notice:
Notice of regular and special meetings shall be given at least three (3) days prior thereto. Notice is deemed as given if communicated by telephone (including voicemail), fax, mail or email.
Section 5 – Procedure:
The order of business at each regular meeting shall be:
- Roll call
- Approval of prior meeting minutes
- Staff reports
- Committee reports
- Unfinished business
- New business
- Correspondence and communications
- Adjournment
The order of business is subject to rearrangement by the President unless objection by a majority of the Board members.
Section 1 – Standing Committees:
The Board shall establish Standing (i.e. permanent) Committees as deemed necessary by the Board. One such committee shall be the Audit Committee.
Section 2 – Audit Committee:
The Audit Committee shall be chaired by the Vice President and shall have as members the Treasurer and at least one other member. The number of Board Members on the Audit Committee shall always exceed the number of non-Board members by at least one (1).
Section 3 – Other Committees:
The President may appoint committees and committee chairs for such purpose as the Board deems necessary. Committees shall serve until the completion of the task for which they were appointed and may be made up of Board members, other members of the Council or members of the general public. Removal of Committee members or Committee Chairs shall require a simple majority of the Board of Directors.
Section 1 – Contracts:
The Board of Directors may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council.
Section 2 – Loans:
No loans shall be contracted on behalf of the Council and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 – Deposits:
All funds of the Council shall be deposited from time to time to the credit of the Council in such banks, savings and loan associations, or other depositories as the Board of Directors may select.
The Board may accept, on behalf of the Council, any contribution, gift or bequest for the general purposes of the Council, or for any specific purpose consistent with the purpose of the Council, or consistent with the needs of the community. Designated contributions by donors will be accepted and the designation honored, as to funds, purposes, or uses, but the Council at all times reserves the rights over and interest in, such contributions and full discretion as to the ultimate distribution of the contributions, or satisfaction of any specified use, designation or purpose.
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a quorum of the Board of Directors present at any meeting.
| Adopted this 11th day of October, 2011 by the San Pedro River Arts Council | ||
| Sylvia Burnside, President | Don Grafues, Vice President | Janice Wright, Treasurer |
