By-Laws

The Art Mission BY-LAWS

ARTICLE I – NAME & OFFICES

Section 1: Name: The name of the organization shall be The Art Mission .

Section 2: Offices:. The principle office of the corporation shall be at 61Prospect Ave., City of Binghamton, County of Broome, State of New York. The corporation may also have offices at other places as determined by the board or required by the business.

ARTICLE II – PURPOSES

Section 1: Purpose: The Art Mission is a not-for-profit downtown community art space supporting contemporary artists working in the visual arts. Our mission is to foster creativity and art excellence; provide exhibition space to new and established artists; provide programs and activities that encourage public awareness, participation, and appreciation of the visual arts and to serve as a catalyst for small city revitalization via the arts.

The Art Mission was formed to promote its mission through:

§ Presenting sponsored exhibitions of new and established artists that are open free to the public;

§ Conducting community events, often through partnerships, to generate community participation in the arts;

§ Conducting seminars and classes for people of all ages to enhance knowledge and encourage creative experimentation;

§ Developing downtown architectural revitalization projects that utilize the visual arts to enhance the small city environment

Section 2: Non-profit: This corporation shall be a non-profit corporation, which shall not contemplate the distribution of gain, profit, or dividends to its members.

ARTICLE III – MEMBERSHIP

Section 1: Qualifications: All persons without discrimination, who have an interest in the arts and support the mission of the organization, are welcome to join.

Section 2: Voting: Members in good standing who are members of the Board of Directors shall have a right to vote on all matters. A member who has paid the appropriate dues is a member in good standing.

Section 3: Nonvoting: The Board shall have the authority to establish and define nonvoting categories of membership.

Section 4. Dues: The Board may set dues schedules for memberships

ARTICLE IV – MEETINGS OF MEMBERS

Section 1: Annual Meeting: The date of the regular annual meeting, held in May, shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings: Special meetings may be called by the President, or by a simple majority of the Board of Directors, or by a 2/3 vote of the members.

Section 3: Notice: The secretary shall provide notice stating the time and place of each meeting to each member in good standing, not less than ten days before the meeting.

ARTICLE V – BOARD OF DIRECTORS

Section 1: Board Role, Size & Composition: The Board is responsible for overall policy and direction of The Art Mission , and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board shall have up to twenty-one, and no fewer than five members. The board receives no compensation.

Section 2: Meetings: The Board shall meet at least quarterly, at an agreed upon time and place.

Section 3: Board Elections: A slate of new Board members, prepared by the Board Nominations and Development Committee, will be elected by the membership at the Annual Membership Meeting. The terms of office begins at the first regular Board Meeting following the Annual Membership Meeting.

Section 4: Terms: All Board members shall serve three-year terms, but are eligible for re-election. No board member shall serve more than two three-year terms, but may be nominated to rejoin the board after a hiatus of one year.

Section 5: Quorum: A majority of the Board is required at any Board meeting to conduct business. Approval of an action item requires affirmative votes from the majority of the quorum.

Section 6: Notice: An official Board meeting requires that each Board member be notified at least two weeks in advance.

Section 7: Other Meetings: Other meetings of the Board shall be called upon the request of the President or one-third of the Board. All board members must be notified of the meeting in advance.

Section 8: Resignation, Termination and Absences: A Board member may be considered to have resigned from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a majority vote of the remaining directors.

Section 9: Vacancies: In the event of a vacancy on the Board during an unexpired term, a successor may be elected by the remaining Board members, to serve until the next annual meeting.

ARTICLE VI — OFFICERS

Section 1. Officers: The officers of the Board shall be a President, a Vice-President, a Secretary, and a Treasurer.

Section 2. Nomination: The Board Nominations and Development Committee will prepare a slate of officers to be approved by the Board .

Section 3. Election: Officers shall be elected at the annual membership meeting by a majority vote of the Board.

Section 4. Terms: The term of office for an officer of the Board of Directors is two years. An Officer may serve two consecutive terms, and may be re-elected to office after a hiatus of one year . The terms of office begins at the first regular board meeting following the Annual Membership Meeting.

Section 5. Duties: All officers shall have the usual powers associated with their office, and those duties specifically noted in the organization’s Governing Policies.

Section 6. Removal: Any officer may be removed by the board with or without cause. The board at its discretion may appoint a successor to fill the unexpired term.

Section 7. Resignation: Resignation from office must be in writing and received by the Secretary.

Section 8: Vacancies: The Board may fill any vacancy occurring in any office for any reason. Each such successor shall hold office for the unexpired term of his or her predecessor and until his or her successor is chosen and qualified, or until he or she dies, resigns, or is removed.

ARTICLE VII – COMMITTEES

Section 1: Standing Committees: The Board may create committees as needed. There shall be two standing committees – the Finance Committee and the Board Nomination and Development Committee. The Board President appoints all committee chairs. Committee chairs must be members of the Board.

Section 2: Finance Committee: The Treasurer is chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board must approve any major change in the budget. The financial records of the Corporation are public information and shall be made available to the membership, Board members and the public.

Section 3: Board Development Committee: A Board Development Committee shall be appointed by the Board to represent diverse aspects of the community. The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development.

ARTICLE VIII – DIRECTOR AND STAFF

Section 1: Executive Director: The Executive Director is hired by and reports to the Board. The Executive Director has day-to-day responsibility for the Corporation, including carrying out the Corporation’s goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of Board members and carry out the duties described in the job description. The Board may designate other duties as necessary.

Section 2: Staff: The Executive Director is responsible for hiring and supervising other staff, when position descriptions and salaries have been approved by the Board.

ARTICLE IX – FISCAL YEAR

Section 1: Year: The fiscal year of the corporation shall be the calendar year.

Section 2: The Board of Directors shall determine changes to the fiscal year.

ARTICLE X – SEAL

Section 1: The seal of the corporation shall be as follows: (no image available).

ARTICLE XI – BOOKS

Section 1: Location: The books shall be kept at the principal office of the corporation, including a correct account of the activities and transactions of the corporation, and a copy of the by-laws and all minutes of the Board of Directors.

ARTICLE XII – NON-DISCRIMINATION

Section 1: As a public arts organization, a policy of equal opportunity and non-discrimination is fundamental to our non-profit mission. Therefore, the Art Mission does not discriminate against anyone on the basis of ethnicity, color, religion, gender, sexual orientation, national origin, age, disability or any other legally protected characteristic, in programming, services, staffing and volunteer needs.

ARTICLE XIII – INDEMNIFICATION

Section 1: The Art Mission shall indemnify each current and former Director, Officer, Committee Chair and committee member from liability for acts or omissions within the course of his or her service to the ART Mission to the full extent permitted by the New York Not-for-profit Corporation Act.

ARTICLE XIV – AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors, provided that the written text of the proposed amendment is sent to all directors prior to the meeting.

ARTICLE XIV – DISSOLUTION

Section 1: In the event this corporation shall be dissolved for any reason, any remaining assets shall be distributed in accordance with the corporate statutes of New York State.

Revised and Adopted September 13, 2007

References:

The Minnesota Council of Nonprofits Bylaws http://www.mncn.org/bylaws.htm

The South Central Regional Library Council Bylaws http://www.lakenet.org/scrlc/bylaws.pdf

Bylaws are the legally binding rules that outline how the board of a nonprofit will operate. They are used to guide the board’s actions and decisions and can protect the organization by outlining rules around procedures, rights, and powers. The board creates bylaws when the organization is established, but this document should be continually revised as the organization grows and changes. The bylaws are an immediate and general source of regulations, but they must follow federal and state laws and comply with the Articles of Incorporation. http://www.boardsource.org/

Policies are operational guidelines: they protect and steer the staff and the board as they fulfill the mission of the organization. There are three major categories of policies. Board-related policies address specific board issues, such as election of officers, conflict of interest, and term limits. Many of these are defined in the bylaws. Personnel policies address staff issues, such as, equal employment, work schedules, compensation and benefits, and disciplinary issues. Financial policies address monetary issues, such as, investment, gift acceptance, and audits. Before voting on a new policy the board should gather facts and recommendations, deliberate and take a clear position, and then enforce and revise the policy as needed. Board policies should be kept in a manual that is easily accessible and up-to-date.

http://www.boardsource.org