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BYLAWS of the PINE RIVER ARTS COUNCIL, INC.
ARTICLE I
NAME AND PURPOSES
Section 1.01. Name. The name of the organization shall be Pine River Arts Council, Inc. (hereinafter, the “Corporation”).
Section 1.02. Purpose. The Corporation is established for the purposes set forth in the Articles of Incorporation, which are: The Corporation shall be an educational center for arts education, promotion, and cooperation, generating and encouraging the continued development of the arts and opportunities for arts experiences in the Greater Gratiot community. In order to achieve its primary mission, the Corporation shall (1) serve as an advocate and conduit for the inclusion of enhanced arts experiences in the school systems in Gratiot County and surrounding communities, (2) establish a network of communication among artists, educators, students, and interested community members, (3) work to increase the collaborative efforts that provide mutual benefit to artists, educators, students, and the community, (4) establish a fund development program including grants, donations, and community fund-raising activities to financially support community arts programs, and shall create a mechanism by which such monies can be re-granted for use in individual and group arts endeavors within the Greater Gratiot community that enhance the quality of life within the community, (5) serve as an informational clearinghouse for arts expertise within the Greater Gratiot area, increasing performance and creative opportunities through dissemination of accurate and current information, (6) broadly define “the arts” to include all creative and performance mediums, including music, dance, theatre, all visual and tactile arts, creative writing, oral history, historical collections, museums, and libraries and shall promote this broad definition in al its activities, and (7) seek to bring a variety of arts experiences into the Greater Gratiot area to increase the opportunities for children and adults to participate in ways that are not readily available within our own community.
Section 1.03. Longevity. The Corporation is established as non-profit and shall remain so as long as the Corporation exists.
ARTICLE II
MEMBERS
Section 2.01. Classes. There shall be two classes of members: Corporate and Individual. Each member shall be entitled to one vote at any regular or special meeting of the membership.
Section 2.02. Qualifications. Membership may be granted to any individual or Corporation that supports the mission and purposes of the organization, and who pays the annual dues as set by the Board of Directors. Members shall elect the Directors of the Corporation at the annual meeting or at any special meeting called for such purpose.
Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board of Directors, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.
Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 2.05. Dues. Dues for members shall be established by the Board of Directors. The Board of Directors may establish separate dues structures for corporate and individual memberships; provided, however, that the Board of Directors shall not establish dues structures that result in “private inurement” top any person as such term is used in the Internal revenue Code of 1986, as amended, the Treasury regulations promulgated thereunder and case law, revenue ruling and other interpretive authorities..
Section 2.06. Meetings. The annual membership meeting shall be held in April each year. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at a membership meeting; this is the minimum quorum permitted by Michigan law. If the Michigan minimum quorum requirements change, that change shall be adopted by the Corporation at its next regular Board meeting. Meetings may be called by the Board of Directors or at the request of at least 10% of the members by notice mailed, telephone, or e-mailed to each member not less than thirty (30) days before such meeting. At each annual meeting of the membership, Directors shall be elected to fill any expired term of the Board of Directors, and the membership may consider any other matter which may lawfully come before it.
ARTICLE III
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors shall be elected by the membership. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 3.02. Number, Selection, and Tenure. The initial Board of Directors shall consist of ten (10) persons, with three (3) Directors elected to each of the following terms: one (1), two (2), and three (3) years. Thereafter, the Board of Directors shall consist of not less than seven (7) Directors and not more than fifteen (15) Directors. Each Director shall hold office for a term of three (3) years. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Directors. In the event of a tie vote, the President shall choose the succeeding Director from among the nominees that received the most votes. A Director elected by the Board of Directors to fill a vacancy shall be elected for the unexpired term of that Director’s predecessor in office.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 3.04. Removal. A Director may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.09, whenever in the Board of Directors’ judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 3.05. Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board of Directors shall determine. Directors are expected to attend regularly scheduled and special meetings. Absences in excess of 50% may warrant Board of Directors review and subsequent action deemed necessary by the Board of Directors.
Section 3.06. Special Meetings. Meetings shall be at such dates, times and places as the Board of Directors shall determine.
Section 3.07. Notice. Meetings may be called by the Chairperson or at the request of any two (2) Directors by notice that is mailed, telephoned, or e-mailed to each member of the Board of Directors not less than forty-eight (48) hours before such meeting.
Section 3.08. Quorum. A quorum shall consist of a majority of the Board of Directors attending in person or through teleconferencing; provided, however, that all participants may be heard at all times. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the Directors is present at a meeting, a majority of the Directors present may adjourn the meeting on occasion without further notice.
Section 3.09. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board of Directors or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board of Directors or of the committee as the case may be.
Section 3.10. Participation in Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.11. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board of Directors composed of at least two (2) persons which, except for an Executive Committee, may include non-Board of Directors members. The Board of Directors may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.
Section 3.12. Nominating Committee. There shall be a Nominating Committee, composed of the President and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority.
Section 3.13. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
ARTICLE IV
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as the Board of Directors may designate. Any two (2) or more offices may be held by the same person, except the office of President.
Section 4.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board of Directors, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of Directors of a written notification.
Section 4.04. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.09, whenever in the Board of Directors’ judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.05. President. The President shall be a Director of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 4.06. Vice-President. The Vice-President shall be a Director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 4.07. Secretary. The Secretary shall be a Director of the Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Secretary shall report to the Board of Directors at each regular meeting, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.08. Treasurer. The Treasurer shall keep the financial records of the Corporation and report to the Board of Directors at each regular meeting on the status of the Corporation’s finances. The Treasurer shall work closely with any paid staff of the Corporation to ascertain that appropriate procedures are being followed in the financial affairs of the Corporation.
Section 4.09. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board of Directors.
ARTICLE V
FINANCIAL ADMINISTRATION
Section 5.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Board of Directors.
Section 5.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board of Directors.
Section 5.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other
orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 5.04. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE VI
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
ARTICLE VII
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board of Directors, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board of Directors, officer, or employee of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board of Directors, officer or employee is entitled pursuant to the Articles of Incorporation.
ARTICLE VIII
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board of Directors waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.09.
ARTICLE IX
DISTRIBUTION UPON DISSOLUTION
Upon the dissolution of this corporation, 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 government, for public purposes.
ARTICLE X
CHARITABLE PURPOSE
The Corporation is organized exclusively for charitable and educational 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 federal tax code.
ARTICLE XI
DISTRIBUTION OF NET EARNINGS
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c) (3) purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publication or distribution of statements) and political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE XII
ACTIVITY RESTRICTIONS
Notwithstanding and other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code or the corresponding section of any federal tax code.
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SECRETARY’S CERTIFICATE
The undersigned Linda M. Johnson, Secretary, hereby certifies that the foregoing Bylaws Articles I-VIII were adopted by majority vote of the incorporators on the 26th day April, 2004. The undersigned Linda M. Johnson, Secretary, also hereby certifies that the above By-Laws were amended by the addition of Articles IX –XII by majority vote of the Board of Directors at their regular meeting on the 13th day of April, 2006, and by a revision of Article III Section 3.02 on the 13th day of May, 2013.
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Linda M. Johnson, Secretary
Adopted April 26, 2004
Amended April 13, 2006
Amended May 13, 2013