By Laws

These bylaws were revised by the Board of Directors of Hornell Area Arts Council on March 9th, 2016 and supersedes any and all previous bylaws relating to the Hornell Area Arts Council.

Click HERE to download a PDF version of these bylaws.

 

Article I – Name and Purpose

Section 1

The name of the organization is Hornell Area Arts Council, hereafter in these bylaws referred to as “Council,” “Arts Council,” “ The Organization” or “HAAC”.

Section 2

The Organization’s mission is to promote the arts in the greater Hornell region, present a variety of arts events and opportunities and create a greater awareness of the value of the arts.

In accordance with its 501(c)3 designation, Hornell Area Arts Council is organized exclusively for charitable and educational purposes. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purpose.

Article II – Membership

Section 1 – Criteria for membership

Membership of Hornell Area Arts Council shall be open to anyone who:

  1. is over the age of 18 years old, and 2. pays the required annual membership dues and 3. demonstrates an interest in the arts.

Section 2

Members who have paid their annual dues and attended a minimum of two (2) meetings / events per year shall be considered members in good standing, hereinafter referred to as “members”.

Section 3 – Membership.

Categories of Membership The Hornell Area Arts Council general membership shall consist of:

  1. Individual members 2. Group members 3. Special members 4. Emeritus members.

Board membership shall consist of: 1. Directors and officers

Definitions of categories of Membership

Section 3.1 – Individual Members

Individual members shall be any individual who complies with the criteria for membership as set down in Article II Section 1 of these bylaws.

Section 3.1.2

An individual member may not approach the board as a representative of any group, organization or corporation on any issue.

Section 3.2 – Group Members

Any group or organization desiring membership of the Hornell Area Arts Council shall assign an individual member of that group or organization as its named representative. These bylaws were originally ratified by the Board of Directors of Hornell Area Arts Council on December 15th, 2009 and supersedes any and all previous bylaws relating to the Hornell Area Arts Council.

Section 3.2.2 Group membership shall require a named individual who a) complies with the criteria for membership as set down in Article II Section 1 of these bylaws and b) represents a group, organization or corporation interested in fostering a cultural partnership with, and supporting the mission of, the Hornell Area Arts Council.

Section 3.3 – Special Members

Special  members are:

3.3.1

Individuals as described in Article II Section 4.2 of these bylaws who  

  1. a) comply with the criteria of membership financial requirements as set down as in set down in Article II Section 1 of these bylaws, and
  2. b) perform the financial requirements set down in Article II Section 4.2 of these bylaws.Such individuals shall be awarded general membership of the Hornell Area Arts Council free of annual dues for the extent of their lifetime or until such time as the bylaw describing special membership of the Council is amended.

3.3.2

named representatives of groups or organizations or corporations who

  1. a) comply with the criteria for membership as set down in Article II Section 1 of these bylaws, and
  2. b) represent a group, organization or corporation maintaining a cultural partnership with, and supporting the mission of, the Hornell Area Arts Council and
  3. c) perform the financial requirements as set down in Article II Section 4.2 of these bylaws. Such individuals shall be awarded general membership of the Hornell Area Arts Council free of annual dues for the extent of their organization’s lifetime or until such time as the bylaw as describes special membership of the Council is amended.

Section 3.4

Emeritus members are individuals who have completed no less than one term of three years as a Director on the Board of Directors or individuals who, at the discretion of the Board of Directors, have performed a service of outstanding benefit to the arts in the greater Hornell region.

Section 4 – Membership Dues.

Dues for membership as individuals, groups and special members will be determined on an annual basis by the board of directors of the Hornell Area Arts Council.

Section 4.1 Emeritus members

as defined in Article I section 3.4, shall receive free lifetime membership of the Hornell Area Arts Council or until such time as the bylaw describing emeritus membership of the Council is amended.

Section 4.2 Exemptions

may be applied to any member who after one year of service demonstrates active committee participation or, who offers another accepted form of consideration in lieu of monetary funds per the current policy of the board.

Section 5 – Rights and Powers of Members

Members of the Hornell Area Arts Council will have the right to:

5.1 elect, during Annual General Meeting of Members, directors to the Council’s board.

5.1.1 Group membership entitles the named representative of that group to one vote only.

5.2 receive all publications of the Council.

5.3 expect notification of scheduled events and meetings relating to the council.

5.4 make use of the services offered by the Council.

5.5 attend the Annual General Meeting of Members. 5.6 any additionally documented benefits agreed upon by the board.

Article III – Meetings

Section 1 – Annual General Meeting of Members

The Annual General Meeting of Members of the HAAC will be held every year in the month of June.

Section 1.1 In the event of extenuating circumstances or a conflict of interest, the HAAC Board of Directors shall fix a date for the Annual General Meeting of Members. not more than two (2) weeks prior to or two (2) weeks after the month of June as fixed by these bylaws.

Section 1.2 The secretary shall be responsible for the communication, via mail, e-mail, or website, of the date, time and place of the Annual General Meeting of Members to all members of the Hornell Area Arts Council, at least ten (10) days prior to the date of the meeting.

Section 1.2.1

At this time, a report of activities of the previous year will be presented by the Board of Directors to the general membership and the floor will be open to the general membership for recommendations and suggestions for policies, procedures and activities to be pursued during the following year.

Section 1.2.2

This is the only meeting in which the general membership will have the right to vote. The issues put before the general membership will be limited to a) a review of the actions board of directors during the previous year b) acceptance of the Council’s bylaws or amendments thereof and c) the election of members in good standing to vacant seats on the HAAC Board of Directors.

Section 2 – Regular Board Meetings.

Regular meetings of the Board of Directors of the Council shall be held at  a designated location in the area of, Hornell, NY at least once per month. Dates locations, and times of these meetings will be posted on the councils website or in a public forum.

Section 2.1 At the discretion of the president, any member of the public may attend any regular board meeting or special meeting. At such meetings and at the discretion of the president, any member of the Hornell Area Arts Council may voice his or her opinion on any tabled matter, but may not vote on any proceeding(s).

Section 2.3 The secretary shall be responsible for notifying all members of any changes to the location, time or date of any regular board meeting.

Section 3 – Special Meetings

Where deemed necessary for the best interests of the Arts Council, the president, or one third of the Board of Directors, may call special meetings of the organization. Notices of such meetings shall be mailed, e-mailed or posted online, at least three (3) days before the scheduled date set for such special meeting. Such notices shall state the reason for the meeting, the business to be transacted and by whom it was called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at said meeting.

Article IV – Voting

Section 1 – Voting procedure

At all meetings, except for the election of officers and members of the board of directors, all votes shall be by voice, except when a meeting is not in session and business matters require the approval of the board, then votes may be cast in written form in accordance with the current policies and procedures of the board.

Section 1.1

At any regular or special meeting, if a majority so requests, any question may be voted upon in the manner and style provided for election of Officers and the Board of Directors, as outlined in Article IV Section 4 of these bylaws.

Section 2

One-third of the MEMBERS of the BOARD shall constitute a quorum and shall be considered necessary to conduct the business of this organization.

Section 3

One-third, or two (2) (whichever is the greater number) of COMMITTEE MEMBERS shall constitute a committee quorum.

Section 4

Written ballots shall be provided for the election of Officers and the election of the Board of Directors. There shall not appear any place on such ballot any mark or other indication that might tend to indicate the person who cast such ballot.

Section 4.1 At all votes conducted by written ballot, the chairperson of such meeting shall, prior to the commencement of balloting, appoint a committee of three (3) members who shall act as “Inspectors of the Ballot” and who shall, at the conclusion of such balloting, certify in writing to the chairperson the results of the ballot. The certified copy shall be physically affixed in the minute’s book to the minutes of that meeting.

Section 4.2 The “Inspectors of the Ballot” shall be neither a candidate for the office being voted upon nor have a personal interest in the question being voted upon.

Article V – Board of Directors

Section 1

The property, activities and financial affairs of the Hornell Area Arts Council shall be managed by the board of directors, consisting of not fewer than

four officers of the board of directors.

Section 2 The term of office for any elected Director will be for three consecutive years. The maximum tenure for any Director shall be three consecutive terms in the same elected role.

Section 2.1

Nominations and election of the individual members for the Board of Directors will occur at the Annual General Meeting of Members, unless a new committee is deemed necessary by the current board.

A slate of nominees for open director positions will be compiled by a Nominating Committee appointed by the Board. This will take place at a regular Board meeting at least two (2) months prior to the close of the fiscal year.

Section 2.2.1 The Nominating Committee shall accept to the slate of nominees the names of all members who express interest in standing for a position on the board of directors

Section 2.2.2

Nominations from the floor shall also be accepted at the annual meeting as per the generally accepted rules of parliamentary procedure adopted by the Hornell Area Arts Council.

Section 2.3

Any vacancies occurring during the term of any director will be filled immediately by vote of the Board. The replacing director will serve the balance of the unexpired term.

Section 2.4

Officers of the Board of Directors will be elected by the Board of Directors at a special meeting convened after the Annual General Meeting of Members.

Section 2.5

Resignation from the Board of Directors must be in writing and received by the Secretary.

Section 2.6

A member shall be dropped from the Board of Directors in the event of three (3) unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths (3/4ths) vote of the remaining directors. Notification will be made in writing to any board member prior to termination. The board member will have seven (7) days to request a meeting with the board to appeal the termination.

Section 3 – Reimbursement for expenses.

Members of the Board of Directors, including officers may receive due compensation for authorized reimbursement, and for expenditures necessary for the transaction of HAAC business, limited by: objection of the remaining board, and during times when funds are not readily available.

Section 3.1

Requests for funds or approval for later reimbursement should be presented in advance, or at a regular board meeting.

Section 3.2

In the event that approval for funds or later reimbursement is required prior to the next regular board meeting such approval can be obtained with the consent of at least two OFFICERS (one (1) of whom MUST be an authorized account signer) and one (1) additional director.

Section 3.2.1 Receipts for all expenses shall be submitted to the treasurer no later than date of the next regular board meeting.

Section 4 The duties and powers of the Board of Directors shall include:

4.1 the proper management of the financial business of the organization,

4.2 making and adhering to policy for the management of the business and affairs of the council and amending as necessary,

4.3 purchasing and otherwise acquiring for the Council any property, rights or privileges which the Council

is authorized to acquire,

4.4 initiating and supervising the activities of the Council and 4.5 performing all other duties as necessary in such a manner as to accomplish the mission of the

Organization.

Section 5 No board member will vote on any item of business in which he or she has a conflict of interest. The official minutes will reflect any abstaining votes.

The council’s policy on conflict of interest will be kept as a separate document, which will be made available to all members of the board of directors and officers as required reading upon election to the position, or when a more current document is ready for distribution.

Article VI – Officers

Section 1

Officers of the Board of Directors will consist of a President, a Vice-President, a Secretary and a Treasurer.

Section 2 The duties and powers of the Board of Directors will be as follows: a. The President will:

  1. act as the Chief Executive Officer of the Council and as Chairperson of the Board of Directors and Chairperson of the Executive Committee.
  2. preside at all regular and special meetings of the Executive Committee, the board of Directors and meetings of the general membership.

iii. Conduct meetings in accordance with the parliamentary procedures adopted by the Arts Council or, if necessary, in accordance with the consensus of three-fourths (3/4ths) of the board present.

  1. Appoint standing and special committees with the approval of the board of directors.
  2. Conduct the business of the Council between meetings, with the concurrence of the board of directors.
  3. Take appropriate actions to carry out the resolutions and directions of the Board of Directors. b. The

Vice- President will:

  1. assume all duties and powers of the President in his or her absence.
  2. act as Vice-President of the Board of Directors and of the Executive Committee.

iii. serve on at least one standing committee. c.

The Secretary will:

  1. take accurate and effective minutes of meetings of the Board of Directors and the Executive Committee.
  2. distribute the minutes of all meetings to the board of directors in a timely manner prior to the next meeting.

iii. Keep the organization’s official records and minutes up-to-date and filed appropriately. iv. Notifying the general membership of all meetings, special meetings and Annual General Meeting of Members in a manner concurrent with these bylaws. v. serve on at least one standing committee.d,

The Treasurer will:

  1. Act as the principal financial officer of the Hornell Area Arts Council.
  2. Maintain and keep the financial records of the organization commensurate with all legal requirements and the standard operating requirements of the organization.

iii. Collect, and keep in proper custody, all funds of the Council from all sources and expend such funds only in the manner and for the purposes designated by the board of directors.

  1. Prepare a fiscal report to be presented at each meeting of the board of directors.
  2. Arrange for an annual audit to be conducted and completed by November of each year.
  3. Serve as chairperson of the budget and fundraising committee.

Article VII – Committees

Section 1. The standing committees of the Hornell Area Arts Council shall be; 1) the Executive Committee 2) the Membership Committee and 3) the Fundraising Committee 4) budget Committee 5) Visual Arts Committee 6) Performing Arts Committee.

Section 1.1 Committees for Membership and Fundraising will be appointed by the President with the concurrence of the board of directors.

Section 2. Ad Hoc and other special committees shall be created by normal vote by the board of directors and appointed by the President as needed and will be dissolved if and when they have served their function as determined by the executive committee.

Section 3. All committee chairpersons, or their designee, will attend the monthly board of directors’ meetings to present reports on behalf of their committee.

Section 4

  1. a) Executive Committee
  2. i) The Executive Committee shall include the officers of the Council and the immediate past-President, if available.
  3. ii) The Executive Committee shall have general supervision of the affairs of the Council between meeting and shall act on behalf of the Organization as necessary.

iii) The Executive Committee, with the exception of the Treasurer, shall be responsible for the annual audit of the Treasurer’s accounts. This audit to be performed in a timely manner compliant with IRS, State and any other tax reporting requirements.

  1. iv) The chairperson or other representative of the Executive Committee shall provide a verbal report at each regular meeting of the Board of Directors.
  2. b) Membership Committee
  3. i) The Membership Committee shall actively find, support and nurture, positive, active membership.
  4. ii) Membership Committee members shall encourage new people to join the HAAC and assist them in finding a place within the Organization.

iii) The Membership Committee shall provide orientation on the mission, goals and activities of the Council for new members of Hornell Area Arts Council.

  1. iv) The Membership Committee shall set and strive to achieve realistic goals for growth of the Organization’s membership.
  2. v) The Membership Committee shall maintain an up-to-date membership list in a digital format.

  1. iv) The Chairperson or other representative of the Membership Committee shall provide a verbal report at each regular meeting of the Board of Directors.
  2. c) Fundraising and Budget
  3. i) The Fundraising and Budget Committee shall actively seek out, consider, present to the board of directors and apply for fundraising opportunities.
  4. ii) The Fundraising Committee will organize all volunteers activities for any fundraising event and for the administration of any event.

iii) The Fundraising Committee shall turn over whatever proceeds they receive from fundraising to the Treasurer.

  1. iv) The Fundraising Committee shall communicate information of all activities to the board to be minute at the next board meeting.

Article VIII – Parliamentary / Procedural Authority

Section 1 The rules contained in the most current edition of the 21st Century Robert’s Rules of Order shall govern the Organization in all instances applicable where such rules are not inconsistent with these bylaws and any other special rules the Organization may adopt.

Article IX – Fiscal year.

Section 1 Hornell Area Arts Council’s fiscal year shall run from July 1st till June 30th each year.

Article X – Dissolution

Section 1 In the event of dissolution of the organization, all net assets will be given to one or more non-profit organizations that perpetuate the arts as determined by the board of directors. All tangible assets will be disposed of in accordance with legislative policy.

Article XII – Amendments

Section 1 These revised bylaws, after adoption by the Hornell Area Arts Council, can be amended at any regular meeting of the board of directors by a two-thirds (2/3rds ) majority vote, provided that the amendment has been submitted in writing at the regular meeting of the Board immediately prior to said meeting.