ARTS COUNCIL OF WINDHAM COUNTY

BY-LAWS

Adopted October 2006

Article I.   NAME AND PRINCIPLE OFFICES

The name of this Corporation shall be The Arts Council of Windham County, Inc., hereafter referred to as “ACWC”.  It shall maintain its principle offices in Brattleboro, Vermont.

Article II.   PURPOSE

The purpose of the ACWC shall be to act as a coordinating, educational, and service organization to promote and encourage the awareness, appreciation and practice of the arts in Windham County, Vermont.  The ACWC shall operate without profit so that no part of its income or assets shall inure to the benefit of any individual.  The ACWC may sponsor and participate in planning, research, fundraising, public education, and training programs; and it may administer property and undertake such other services and programs as the Board of Trustees may deem necessary to encourage participation in, and appreciation of, the arts.

Article III.   MEMBERSHIP

Any person contributing dues, the amount which shall be established annually by the board, shall be a member of the ACWC from the date of the contribution until the end of the fiscal year (August 31).

Article IV   TRUSTEES

Section 1:  Number and Election:

The number of Trustees shall be no fewer than nine (9) and no more than eighteen (18).  Trustees shall be elected to the board by the membership at the annual meeting.

Section 2:  Tenure:

Trustees shall serve no more that two (2) consecutive three (3) year terms after which they must take a leave of absence for at least one (1) year before they can be reelected to the Board.  One-third (1/3) of the Trustees shall be elected at each Annual Meeting of the membership.

Section 3:  Absenteeism

If a trustee is absent from three (3) consecutive meetings of the Board of Trustees without weighty cause or is absent from six (5) consecutive meetings for any cause, the Trustees may declare his/her position vacant.

Section 4:  Powers

The Board of Trustees shall develop policies for the ACWC and advise in the management of the affairs.

Section 5:  Resignation

A Trustee may resign by submitting a letter of intent to the Board of Trustees.

Section 6:  Vacancies

Vacancies on the Board of Trustees shall be filled by appointment of the trustees until the next Annual Meeting (October), at which time they shall be proposed for election to the Board by the membership to serve for the remainder of the unexpired term.

Article V:  OFFICERS

Section 1:  Election

The Corporate Officers of ACWC shall be elected by the Trustees annually at the first meeting of the Board of Trustees after the Annual Meeting.  The Officers shall be:  President, Vice-President, Secretary and Treasurer.

Section 2:  President’s Duties

The President is the Chief Executive Officer of the Corporation.  He/She shall preside at all meeting of the Board of Trustees, of the Executive Committee and of the Membership.  The President shall co-sign all legal documents authorized by the Trustees.  The President shall have joint signatory powers for all bank accounts.

Section 3:  Vice-President’s Duties

The Vice-President shall exercise the powers of the President in his/her absence.  The Vice-President shall chair the nominating committee.

Section 4:  Secretary’s Duties

The Secretary shall keep all minutes of meetings of the Board of Trustees, the Executive Committee, and the Membership and shall conduct corporate correspondence of the ACWC in collaboration with the Executive Director of the ACWC.  The Secretary shall call all meetings at the direction of the President.

Section 5:  Treasurer’s Duties

The Treasurer shall be responsible for all financial records of the ACWC.  The Treasurer shall approve a written financial report, audited by an outside source to be presented at the Annual Meeting of the Board of Trustees.  The Treasurer shall have signatory posers for all corporate bank accounts.  The Treasurer shall Chair the Finance Committee.

Article VI:  STAFF

Section 1:  Executive Director

The Board of trustees shall appoint an Executive Director and fix his/her duties and compensation.  The Board shall sign a contract with the Executive Director which shall include provisions for evaluation of performance of the Executive Director, and shall provide for procedure for renewal of contract and for both salary and fringe benefits.  The Executive Director shall attend all meetings of the Board of Trustees and the Executive Committee.  He/she will co-sign all legal documents authorized by the Board of Trustees, and will have other financial powers as designated by the Executive Committee.

Section 2:  Additional Staff

The Executive Director may create additional staff positions as the need arises, and fix duties and compensations with the advice and consent of the Executive Committee.

Article VII:  EXECUTIVE COMMITTEE

The Executive Committee shall be composed of the President, Vice-President, Secretary, and Treasurer.  The Executive Director shall act as the secretary to this committee and be a non-voting member of this committee.  Chairpersons of functioning Standing Committees of the Board of Trustees shall participate at Executive Committee meetings at the invitation of the President.

Article VIII:  MEETINGS

Section 1:  ANNUAL MEETING

The Annual Meeting shall be held during the month of October each year.

Section 2:  SPECIAL MEETINGS

Special meetings of the membership may be called by the Board of Trustees or upon the written request of seven (7) members directed to the President.  A special meeting of the membership must be held within twenty-one (21) days after the request.

Section 3:  BOARD OF TRUSTEE MEETINGS

Regular meetings of the Board of Trustees shall be held at least ten (10) times per year.  Regular meetings of the Executive Committee shall be held at least five (5) times throughout the year.  Special meetings of the Board of Trustees may be called by the President.

Section 4:  QUORUM

At any Annual Meeting, eleven (11) of the membership shall constitute a quorum.

Section 5:  BOARD OF TRUSTEES AND COMMITTEES QUORUM

At any meeting of the Board of Trustees, one-third (1/3) of its members shall constitute a quorum.  In the event that a quorum is not present for either the Board of Trustees or a Committee meetings and a decision must be reached, a majority of those present may elect to achieve a quorum of votes by way of the telephone.

Section 6:  MEETING LOCATION

All meetings of the Annual Meeting, Board of Trustees and Committees shall be held in Windham County.

Section 7:  VOTING

Except as otherwise provided herein, an affirmative vote of the majority of the members present at any meeting shall decide all business.

Section 8:  NOTICE OF MEETINGS

Notice of the time and place of the Annual Meeting shall be given to the membership no later than four (4) weeks prior to the meeting.  This Notice must  include the proposed slate of the Trustees to be elected to the Board by the Trustees at the next meeting of the Board of Trustees.

Notice of time and place of Board of Trustee meetings shall be given to the Trustees no later than one (1) week prior to the meeting unless called as a Special Meeting by the President.

Notice of time and place of Committee Meetings shall be given no later than one (1) week prior to the meeting by the Chair of the Committee unless called as a Special Meeting by the Chair of the Committee.

Section 9:  PROXY

Voting by proxy at the Annual meeting shall be permitted.  Voting by proxy at meetings of the Board of Trustee or Committee meetings shall not be permitted.

Article IX:  COMMITTEES

Section 1:  EXECUTIVE COMMITTEE

The Corporate Officers of the Board of Trustees shall comprise the Executive Committee.  The Executive Director shall be an ad hoc non-voting member of the Committee and act as Secretary of the Executive Committee.

The Executive Committee shall meet ten (10) times a year or as called by the President to review goals and policy for action by the Board of Trustees.  It shall prepare reports to the Board of Trustees at least annually.  It shall approve financial transactions exceeding the amount of $1,000 and shall approve all loans in any amount.

Section 2:  NOMINATING COMMITTEE

The Nominating Committee shall be chaired by the Vice-President and its members may, but not need be, drawn from the Trustee.

The duties of the Nominating Committee shall be to present nominees for the Board of Trustees to the membership at the Annual Meeting. And to recommend candidates to fill temporary vacancies on the Board to the Board of Trustees as necessary.

Section 3:  FINANCE COMMITTEE

The Finance Committee shall be chaired by the Treasurer.  Its membership may, but need not be, drawn from the Trustees.  This committee shall work with the President and/or the Executive Director on budgets, taxes, and other financial matters.

Section 4:  DEVELOPMENT COMMITTEE

The Development Committee shall be chaired by a member of the Board of Trustees.  Its membership may, but need not be, drawn from the Trustees.  The Executive Director will be an ad hoc member of this committee and serve as the Secretary to this committee.

The Development Committee will develop methods and sources of funding form the ACWC consistent with the mission of the ACWC and its Board of Trustees and Standing Committees of the Board.

Section 5:  STANDING COMMITTEES

Standing Committees of the Board of Trustees will be formed at the discretion of the President for approval of the Trustees as required to fulfill the mission on ACWC.  These committees may, but need not be, chaired by a member of the Board of Trustees and membership on these committees may, but need not be, drawn from the Board of Trustees.

Activities of these committees will be reported to the Board of Trustees by the chair of the committee through the Executive Committee and/or the Board of Trustees as determined by the President.

Article X:  FINANCES

Sources of funding for ACWC may include annual membership dues, contributions, grants from public agencies and private foundations, special events and any other fund raising projects.

Funds contributed to ACWC will be deposited into a checking account or other financial instruments as approved by the Executive Committee.

Funds may be borrowed from financial institutions or other arties for needs and in amounts to be determined by the Executive Committee subject to approval of the full Board of Trustees.  Security for such loans may be given by a security agreement or other instrument on any equipment or tangible asset of ACWC in such amounts as may be determined by the Executive Committee and majority approval of the full Board of Trustees.

The President and Treasurer shall be authorized to execute such loan applications, promissory notes, security agreements, financial statements or other instruments necessary to deliver loan documents.

Article XI:  AMENDEMENTS TO BY-LAWS

Amendments to these By-Laws must be submitted to the Board of Trustees in writing for approval of the Board of Trustees at least six (6) weeks prior to the Annual Meeting.

Once approval of amendments to these By-Laws has been given by the Board of Trustee, these By-Laws must be submitted in writing to the membership of the ACWC at least four (4) weeks prior to the Annual Meeting and be voted on for full approval at said meeting.

Amendments may also be enacted at Special Meetings of the membership, provided notice of such amendments is given in the call.

Article XII:  ENACTMENT

Section 1:  ADDITION OF TRUSTEES

The Board will choose an initial slate of Trustees from the members who shall serve until the Annual Meeting, at which time the membership shall elect a sufficient number of trustees to conform to Article VI, Section 1 (Number and Election).

As vacancies occur, beginning with the 2006 Annual Meeting, all terms will be for three (3) years as specified in Article VI, Section 2 (Tenure).

Section 2:  DISSOLUTION

In the event of dissolution of The Corporation, the Corporation assets remaining after payment of all obligations shall be distributed to one or more non-profit organizations engaged in promoting the arts in Windham County.  No portion of such property shall inure to the benefit of any individual.