Bylaws
Bowling Green Arts Council
Bylaws
Approved by BGAC April 12, 2022
Article I: Name
Section 1.
The name of this organization shall be “Bowling Green Arts Council.”
Article II: Purpose
Section 1.
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2.
The purpose of the Bowling Green Arts Council is to encourage cultural enrichment in the greater Bowling Green community, working with individual artists, organizations, businesses and other groups to provide, support and promote arts activities.
Article III: Limitations
Section 1.
The Council shall be non-partisan and non-sectarian and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in township, village, city, county, state or nation.
Section 2.
The Council encourages the support and active participation of all its members; however, no member shall engage in any activity implicating the Council or any member of the Council, unless such activity has been approved and encouraged by the Board of Directors.
Article IV: Membership
Section 1.
Any person, household, association, corporation, partnership or estate may subscribe to membership in the Council.
Section 2.
Any such entity who will endeavor to further the purposes for which the Council is formed will become a member upon contributing a recorded gift at the designated entry membership level or above. In-kind contributions that further the activities of the Council and that meet or exceed the entry-level membership fee may constitute payment of annual dues, as determined by the Membership Committee.
Section 3.
Each member is entitled to one vote at the Annual Meeting.
Section 4.
Any business (i.e., firm, association or corporation) or estate holding a membership shall have the right any time to change any or all of its representatives upon written notice to the Secretary.
Article V: Board of Directors
Section 1.
The Board of Directors shall be the government of the Council. The direction of its work shall be vested to it. It shall consist of members in good standing of the Bowling Green Arts Council.
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) nor more than fifteen (15) including the following officers: the President, the Vice-President, the Secretary, and the Treasurer, who shall constitute the Executive Committee. Each Director shall actively participate in at least one permanent committee.
Directors shall be elected at the Annual Meeting of the members for an initial term of three years. No director may serve more than two consecutive elected three-year terms. A Director may be reelected following a one-year absence from the Board. Terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire. The Executive Committee may appoint additional interim Directors to be confirmed by vote at the Annual Meeting.
All members of the Board of Directors must be approved by a majority vote of the members present and voting at the Annual Meeting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present.
Section 2.
The Board of Directors may adopt rules for conducting business of the Council. They shall be required to inform the membership of their work at all membership meetings. They shall submit the finances of the organization at all membership meetings. They shall approve the appointment of any advisors (i.e., legal, financial, technical, etc.) and review such appointments annually.
Section 3.
The Board of Directors and participating members shall meet at regular times. No less than nine (9) monthly meetings shall be called in any calendar year. Additional meetings may be called by a majority of the Officers. In the absence of the President, the Vice President takes control followed by the Secretary. In the absence of all three of these positions, the meeting must be rescheduled.
Section 4.
Notice of non-regular or additional meetings shall be given to each member by written notification to the post office address or email address maintained by the Membership Secretary at least five days in advance of the day of the meeting. The notice of the meeting shall briefly state the purpose of the meeting.
Section 5.
Any Director that has an unexcused absence at three Board of Directors meetings within one fiscal calendar year shall be considered resigned without further action.
Section 6.
The nominating committee for the Board of Directors shall be selected by the Executive Committee and approved by vote of the Board. It shall consist of a representative from each standing committee. The nominating committee shall submit to the members nominations for the Board of Directors.
Section 7.
One-third of the Board of Directors present shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than one-third of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting.
Section 8.
Upon election to the Board of Directors, an individual accepts responsibility to attend regular Board meetings. Each Director shall be a member of at least one committee.
Article VI: Officers
Section 1.
The President is the principal executive officer and shall preside at all meetings, and shall distribute the agenda and minutes of the past meeting at least one week prior to each meeting. He/she shall be responsible for providing appropriate notice and reminders for all meetings.
- He/she shall be an ex-officio member of all committees.
- She/he shall be the delegate of the Council to any activity the Council shall deem proper, or he/she may appoint a delegate.
- She/he shall serve as the chief negotiating officer for contracts and community liaisons.
- She/he shall promote the prosperity and increase the usefulness of the Council in a manner fitting the chief executive.
Section 2.
The Vice President shall, in the absence or disability of the President, assume the President’s duties.
- She/he shall be responsible for carrying out the policies of the Board.
- He/she shall maintain a current copy of any contracts for the Council.
- He/she shall maintain a current copy of the membership list.
Section 3.
The Secretary shall conduct the official correspondence of the Council, and maintain an accurate record of the proceedings of the Council.
- She/he shall be responsible for maintaining an electronic and/or physical collection of committee reports and other information pertaining to Council activities for the time period of the last seven years, including the current fiscal year.
Section 4.
The Treasurer is the financial officer of the Council and shall keep all the books, ledgers, bills, accounts and other financial papers and records incident to the office.
She/he shall in accordance with the Officers be responsible for all accounts of the Council. All disbursements shall be made by the Treasurer. The President shall be empowered to act in the Treasurer’s absence.
He/she shall be the chair of the Budget and Finance Committee.
He/she shall receive, hold and administer any and all stocks, bonds, certificates, bequests, notes, securities of all kinds and nature whatsoever belonging to the Council, and may not dispose of them, or any part of them, in any manner without previous directions of the Council.
He/she shall not be liable for the purchase, retention or sales of any investment or reinvestment of the Council, nor for any loss to, or diminution of its funds unless due to his/her own negligence, willful misconduct, or lack of good faith.
Article VII: Committees
Section 1.
The [Board of] Directors shall authorize and define the powers of all committees.
Section 2.
The permanent committees of the Council shall be Programs, Membership, Public Relations and Budget and Finance. The President shall within thirty days of his/her installation and with the approval of the Board of Directors, appoint the chairs of these committees, except Budget & Finance, which is chaired by the Treasurer. The chairs of these committees must be members of the Council.
Section 3.
The President may appoint standing or special committees for a one-year term.
Section 4.
The President and Vice President shall serve as ex officio members of all committees.
Article VIII: Fiscal Year
The fiscal year of the Arts Council shall be January 1 through December 31.
Article IX: Elections
Section 1.
The Board of Directors shall be elected at the Annual Meeting, or at a special meeting of the members called for that purpose.
Section 2.
All voting shall be by secret ballot. Candidates that receive the highest number of votes corresponding to the number of vacancies on the Board and have votes from at least one half of those eligible voters present; shall be declared elected.
Section 3.
The Board of Directors shall elect the Executive Officers annually at their first meeting following the Annual Meeting.
Article X: Meetings
Section 1.
The Annual Meeting of the Council shall be held within 30 days of the close of the Council’s fiscal calendar year.
Section 2.
Special meetings may be held whenever it is considered necessary by the Board of Directors.
Section 3.
Special meetings may be called by 1) a majority of the Executive Committee; 2) a written request signed by not less than five percent of the current members; or 3) a majority of members of the Board of Directors.
Section 4.
Notice of the time, place and exact purpose of special meetings must be conveyed via written notification to the email address to all members at least fourteen days prior to the meeting.
Article XIII: Parliamentary Authority
Section 1.
The proceedings of all Council meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order, Newly Revised.
Section 2.
Only elected officers of the Council may preside at Council meetings.
Article XIV: Amendments
These Bylaws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Council provided notice of the proposed change shall have been sent via email notification to each member not less than fourteen days prior to such meeting.