1. Purpose: A Board of Directors shall administer the business, property and affairs of this corporation.
2. Number: The Board of Directors shall consist of not fewer than nine (9) members. Directors shall reside in Franklin County, Gulf County or Mexico Beach, FL. The President, Vice President, Secretary and Treasurer, shall serve as Directors during their term in office. At least one Director at Large shall be elected from each of the three areas served.
3. Election of Directors: The Board of Directors will be elected at the Annual Meeting. A call for nominations to fill any open seats, or to reelect qualified Directors, will be communicated to the general membership by November 15th. Ballots will be organized to reflect eligible at large, executive, and regional positions up for election. All nominations must be submitted in writing to the Nominating Committee no later than November 30th. The Nominating Committee will compile nominations, create a slate, and present a ballot by mail to all members in good standing by December 15th. Members must return ballots by January 15th. The slate will be announced and confirmed at the Annual Meeting.
4. Vacancies: Whenever a vacancy occurs on the Board by resignation, death, removal or otherwise, the vacancy may be filled by an affirmative vote of the majority of the remaining Directors. The member filling this vacancy shall hold office until the next scheduled election.
5. Term: The regular term of a Director shall begin upon their election and shall continue for a term of one (1) year or until a successor has been elected. A partial term does not count as a full term. Each Director's term begins at the end of the Annual Meeting at which he or she was elected. A Director elected to fill a vacancy shall serve the balance of the original term of the Director he or she replaced. A Director who has served three consecutive terms as a Director at Large may be reelected to an Officer's position and serve an additional 3 years. This process cannot be reversed. Former Directors may be reelected to the Board after a one year hiatus.
6. Officers: In order to promote continuity, members wishing to serve in an Executive Board position must have first served as a Director at Large or major Committee Chair. To become President you must have served on the Board for at least 1 year.
7. Representation by Directors: Each Director is charged with the responsibility of enhancing the cultural environment of our areas. No Director shall view his or her role as solely representing any particular geographic area, interest group, arts or cultural organization, community organization or arts or cultural audience.
8. Qualifications of Directors: A Director must be a member in good standing of the Arts Alliance. A Director should have strong interest in promoting the mission of the Arts Alliance. Each Director should have strong influence or expertise in one or more of the following categories: fundraising, business, law, finance, working artist, other arts professional, cultural organization, cultural institution and educational institution. A Directorship will not be denied or abridged because of race, sex, color, creed, religion, national origin, disability or sexual orientation.
9. Responsibilities of Individual Directors: Directors are expected to: 1) Attend meetings of the Board, 2) Fundraise, 3) Assume a specific Board responsibility, 4) Support the Arts financially and/or by volunteering at Arts Alliance functions, 5) Show public support of the Arts Alliance by taking a leadership role and actively promoting the Arts Alliance in the community.
10. Compensation: No Director shall receive compensation for services to the Arts Alliance.
11. Responsibilities of the Board of Directors; The Board of Directors will supervise all business of the corporation, support the policies of the corporation as decided by the general membership, oversee fiscal matters, approve employment of staff, establish personnel policies, and in general assume responsibility for management of the Arts Alliance.
12. Quorum: A quorum is a majority of the Directors. The act of a majority of Directors in attendance at a meeting when a quorum is present shall be the act of the Board of Directors.
13. Attendance: Directors may attend by telephone or the internet for voting participation and quorum up to four times per year. Any member attending by telephone or internet shall pay any charge incurred. A Director should advise the president, Executive Director, or Secretary prior to a scheduled meeting of a planned absence.
14. Time of Meetings: 1) Regular meetings of the Board of Directors shall be held at a time, place and location set by the Board. 2) Special meetings of the Board may be called by the president or by written request from a majority of the Board. 3) Notice of Special meetings shall be given in writing, fax or by phone to each Director not less than 24 hours before the meeting unless each Director shall waive notice thereof before, at, or after the meeting.
15. Delegation of Powers: For any reason deemed sufficient by the Board of Directors, the Board may delegate any power or duty of any Officer or Director to any other Officer of Director, but no Director shall execute, acknowledge, or verify any instrument in more than one capacity.
16. Annual Reports: The President and the Treasurer shall present their respective reports in writing on the operations of the corporation for the preceding year at the Annual Meeting before the Board of Directors and General Membership
17. Removal: 1) A majority of the Board shall have the power to remove any Director for cause or failure to carry out the responsibilities of the office. 2) Three consecutive absences from Board Meetings during a calendar year shall constitute cause for a Director's removal, upon review and vote of the Board of Directors.
18. Conflict of Interest: Directors will inform the President of actual or potential employment, board memberships, appointments, or activities which may possibly constitute or reasonably be presumed to constitute a conflict of interest, compromise of objectivity or which may otherwise impact their role as Director. In the case of minor conflicts of interest, the Director will abstain from voting. In the case of a major conflict of interest, the Director will resign. The Board as a whole will decide whether an issue is a minor or major conflict of interest.
ARTICLE EIGHT: Officers
1. Officers: The officers of the Arts Council shall consist of President, Vice President, Secretary and Treasurer, all of whom shall be members of the Board of Directors.
2. President: The President shall:
a) Preside at all meetings of the general membership and Board of Directors
b) Serve as ex-officio member of all committees and official spokesperson.
c) Serve as permanent member of the Directors Nomination Committee, overseeing recruitment and orientation of new Directors.
d) Supervise paid staff consistent with policies of the corporation.
e) Perform all other duties usually pertaining to the office of the President.
f) Out-going Presidents will serve for one year on the Board as a non-voting Emeritus member to provide continuity and guidance to the Board.
3. Vice President: The Vice President shall:
a) Perform the duties of the President in the absence of the President and any duties designated by the President.
4. Secretary: The Secretary shall have the following responsibilities, the execution of which may be delegated to
a paid staff member:
a) Prepare the minutes in a timely fashion of the Board of Directors, General Membership, Annual, Special and all other official meetings of the Arts Alliance.
a) Prepare the minutes in a timely fashion of the Board of Directors, General Membership, Annual, Special and all other official meetings of the Arts Alliance.
b) Send all notices of the Arts Alliance including notice of all meetings.
c) Keeping a membership roster showing the name, address, telephone, fax, e-mail, and application of members. Special note shall be made of annual membership renewal dates.
d) If these responsibilities are delegated to a paid staff member the Secretary will monitor the execution thereof.
e) Record all votes of the General membership made via e-mail and telephone.
5. Treasurer: The Treasurer shall have the following responsibilities, the execution of which may be delegated to
a paid staff member.
a) Serve as a custodian of all funds and securities of the Arts Alliance.
b) Keep a record of the accounts of the corporation and present reports thereon at each meeting of the General membership and the Board of Directors.
c) Make written reports at the Annual Meeting and at Special Meetings when requested by the President.
d) Deposit all Arts Alliance monies in a bank or banks selected and designated by the Board of Directors, subject to withdrawal for authorized purposes.
e) Checks drawn against the general operating fund of the Arts Alliance may be signed by the Treasurer for amounts less than $500. Any amount exceeding $500 shall require two signatures and shall be signed by a designate or by any officer of the Board of Directors.
f) Any unbudgeted expenditure exceeding $400 shall be approved by the Board of Directors.
g) If the execution of the responsibilities of the Treasurer is delegated to a paid staff member, the Treasurer shall monitor the execution thereof.
6. Election of Officers: The Directors Nomination Committee shall consist of the President, another Board Director, plus one other Arts Alliance member in good standing, each with an equal vote. The General Membership can make additional nominations in writing by November 30th which will be placed on the ballot for a specific Director position, based on geographical needs, and eligibility for positions. Officers may only be nominated from Directors at Large or Committee Chairs. The slate will be presented no later than December 15th each year. The General Membership will have until January 15th to return their votes and the newly elected Directors will be presented and confirmed at the Annual Meeting.
ARTICLE NINE: Executive Director
The Executive Director shall manage the day to day operations of the Arts Alliance and be responsible for all functions of the organization. The Executive Director shall not be a member of the Board of Directors, and shall at all times be responsible to and employed at the pleasure of the Board of Directors.
ARTICLE TEN: Committees
Committees: The President or the Board of Directors may establish committees as needed. The Board shall appoint all committee members and shall strive to have a member from each district on each committee. The President shall serve as an Ex-Officio member of all committees. All committees shall be created and their duties and length of service defined by the Board of Directors, documented by the Secretary and approved by the General Membership.
ARTICLE ELEVEN: Indemnification
Indemnification: The Arts Alliance shall indemnify any Officer, Director or employee, or agent of the Arts Alliance to the full extent permitted or required by and subject to the provisions of Florida Statute 617, as it applies to nonprofit corporations.
ARTICLE TWELVE: Fiscal Year
Fiscal Year: The fiscal year of the Arts Alliance shall begin January 1 and end December 31.
ARTICLE THIRTEEN: Annual Audit
An audit of the financial records for the proceeding year shall be prepared no later than April 1st each year and shall be presented to the General Membership at the April meeting.
ARTICLE FOURTEEN: Rules of Order
Rules of Order: Roberts Rules of Order Revised shall control in all questions of parliamentary procedure not governed by the By-Laws.
ARTICLE FIFTEEN: By-Law Amendments
By-Laws: The by-laws of this body may be amended or revised by the affirmative vote of at least two-thirds of the general membership present at any meeting, provided that a notice of any such meeting containing the proposed amendments or revisions be sent to the membership post marked at least ten days prior to the meeting.
ARTICLE SIXTEEN: Dissolution
Dissolution: In the event of the dissolution of the Arts Alliance, all assets remaining after contractual obligations are met shall then be transferred to a successor corporation or split evenly between the Board of County Commissioners in Franklin County, Gulf County and Mexico Beach, FL.
