BYLAWS
OF
MENOMINEE AREA ARTS COUNCIL
Table of Contents
Article I Name and Purpose. . . . . . . . . . . 3
Article II Membership. . . . . . . . . . . . . . 4
Article III Meetings. . . . . . . . . . . . . . . 6
Article IV Board of Directors. . . . . . . . . . 9
Article V Officers. . . . . . . . . . . . . . .11
Article VI Committees. . . . . . . . . . . . . .12
Article VII Council Records and Minutes . . . . .14
Article VIII Finance and Endowment Funds . . . . .16
Article IX General Provisions. . . . . . . . . .18
Article I Name and Purpose
The name of this organization will be THE MENOMINEE AREA ARTS COUNCIL, hereafter called MAAC, a non-profit corpora-tion whose principal office shall be located in the city of Menominee.
The Articles of Incorporation were filed with the Department of Labor and Economics of the State of Michigan on April 13, 1972.
It is organized exclusively for charitable and educational purposes within the meaning of section 501(c) 3 of the Internal Revenue Service code of 1954.
The Mission statement of MAAC is:
The Menominee Area Arts Council is a non-profit umbrella organization whose mission is to promote, educate, present and encourage support of the arts in our area communities.
The Vision statement of MAAC is:
We envision the Menominee area to become a thriving and dynamic area that recognizes and celebrates the power of arts and culture, builds support and recognition of the arts and acknowledges their impact on the quality of life of all residents.
Article II Membership
Section 1 - Membership
The MAAC membership shall consist of any individual, family, group, corporation or business within the community of Menominee and Greater surrounding area who support the Mission Statement of the MAAC and upon approval and payment of the annual dues at the appropriate level specified by the Board of Directors. There will be no limit to the number of members.
Section 2 -- Types of Members
The Board of Directors shall determine from time to time the amount of membership fee payable to the MAAC by members, and shall give appropriate notice to the members.
Dues shall be payable in advance on the first day of member's anniversary of membership month in each year. When a member is in default in the payment of dues, his/her membership may thereupon be terminated by the Board of Directors. The rights and obligations of memberships shall be formulated by the Board of Directors and may be amended by the same.
Section 3 -- Levels of Memberships
Levels of memberships shall include but not be limited to:
A. Friends of the Arts -- a nonworking membership
B. Patrons of MAAC
C. Members of MAAC - a working membership
D. Business/Corporate Membership
E. Affiliate Organizations*
F. Student or youth membership a working
membership
* An affiliate is an organization that already has a 501(c)3 exemption or does not need such an exemption for its operations. It must have an interest in furthering the mission and purposes of MAAC. Each affiliate Organization shall name a representative to serve as an ex-officio working member on the MAAC board. That representative shall stand for board if they so choose.
Article III Meetings
Section 1 Place of Meetings
Meetings of the Board and membership shall be held at such places as the Board of Directors (annual meeting) and Executive Committee (regular meetings) may designate. This location for the general meetings will be announced to the public.
Section 2 Meetings
Regular membership meetings shall be held annually. The Board of Directors shall meet monthly. The meeting shall be open to all members. Only the Board members may vote.
Special meetings of the Board may be called by the President or by three members of the Board of Directors. Such request shall state the purpose of the proposed meeting.
Special meetings of the general membership may be called by the Executive Committee, also stating the purpose of the proposed meeting with the request.
Committees shall meet as needed and when called by the Committee Chair.
All meetings will have minutes taken and kept on file in the place designated by the Executive Committee.
Section 3 Annual Meeting
The annual fiscal year of the MAAC shall be from January 1 to December 31.
The meeting of the MAAC which is held in the fourth quarter of each year shall be considered to be the MAAC Annual Meeting. At this meeting the membership shall elect by vote from a slate presented to them by the replacement members for the Directors whose terms are expiring; consider reports of the affairs of MAAC committees; and transact such other business as may be properly brought before such a meeting.
Section 4 -- Quorum
At any meeting of the Board of MAAC, the presence of at least 51% of the board members shall constitute a quorum for the transaction of finance and event business.
If a quorum is present, the affirmative vote of a majority of those present at the meeting shall be the act of the MAAC.
Section 5 -- Members Voting Rights
The persons entitled to vote at the annual MAAC meeting shall be determined from the current membership records of the organization.
Each member (as defined in Article II Section 2) is
entitled to cast one vote at all annual meetings. Organizational, affiliate, business, or corporate members shall appoint one delegate who shall cast one vote for the organization at these meetings.
Section 6 -- Action Without A Meeting
Any action which the law or the Bylaws require or permit the Board to take at a meeting may be taken without a meeting if a consent is given by email or in writing by a quorum of the Board members who are entitled to vote on the matter.
The consent shall be filed in the records of minutes of the MAAC.
Section 7 -- Action by Membership Poll
When there is business before the MAAC that requires a decision by the members and is of a nature that can be conveyed to the members in writing, the secretary may, at the direction of the Executive Committee, poll the voting members by e-mail, telephone, or mail.
All such membership polls will include the text of the matter to be decided, a deadline for response to the poll beyond which a vote will not be counted, and the opportunity for any member to amend the proposal.
Those members who are not online shall be polled by telephone or mail, and their votes recorded by the secretary for addition to the electronic tally.
Article IV. Board of Directors
Section 1 -- Powers and Responsibilities
The Officers and members of the Board of Directors shall
Manage and direct the business affairs of the MAAC.
The Officers and the members of the Board of Directors of
MAAC shall use their best efforts to carry out in good faith the purposes stated in the Mission and to exercise the powers so as to further the experience and appreciation of those events and needs of the residents of Menominee and the area.
Section 2 -- Number
The Board of Directors shall consist of an uneven number of members at all times.
The number of members may vary between eleven (11) and twenty-five (25) depending on the needs of the Board, the affiliates and those willing to serve.
The representation on the Board will be reflective of the area.
All Board members shall be paid members in good standing of the MAAC.
Section 3 -- Election And Tenure Of The Board
The Board members shall be elected for a term of two years and may not serve more than five successive terms.
Board members serving out an unexpired term of less than six full months shall be eligible for five successive full terms. Board terms shall be staggered with one-third (1/3) of the board being elected every three years.
Each Board member shall be expected to attend all meetings if at all possible. In the case of three consecutive absences without
notification of absence to the appropriate person, their resignation shall be accepted and another Board member appointed by the Executive Committee to fill the remainder of the unexpired term.
Article V Officers
Section 1 - Officers
Officers of the MAAC shall be the President, Vice President, Secretary and Treasurer as well as other officers as the Board of Directors shall deem necessary.
Section 2 -- Election and Tenure
In the election of officers, each member of MAAC present at the meeting shall cast one vote for each seat. This election is to take place at the annual meeting unless otherwise deemed necessary by the Executive Committee.
Each officer shall hold the office for a two year period.
No officer shall hold the office for more than three consecutive terms.
Section 3 -- Duties
The duties of each office shall be such as usually pertain to their respective offices, or as prescribed by the structure of the MAAC.
Section 4 -- Resignation
Any officer or director may resign at any time by giving written notice to the President of the Board of Directors. The resignation shall take effect when the President receives such notice, unless the notice specifies a later effective date. The acceptance of the resignation shall not be necessary to make it effective.
Section 5 -- Vacancies
A vacancy on the board shall be filled by consensus of the
Executive Committee, subject to Board approval.
Article VI -- Committees
Section 1 -- Executive Committee
The Officers of the Board of Directors and any Director/Directors deemed necessary to the function of the Committee by the Officers shall comprise the Executive Committee for the purpose of planning, guiding and decision making.
The President shall act as the Chair of this committee. All actions of the Executive Committee may be subject to the review of the voting membership.
Section 2 -- Committees
The President may appoint, with the approval of the Executive
Committee and/or the Board, such other standing, ad hoc or special
committees as may be required to assist the Board, Executive
Committee, or membership.
These committees shall be dissolved if and when they have
served their function as determined by the Executive Committee.
ุ All standing committees of the MAAC shall operate under the guidelines/procedures approved by the Board of Directors.
ุ The Executive Committee Members shall be an active part of the committees by co-chairing at least one of them.
ุ All committees are expected to keep accurate records of their proceedings and place copies in the MAAC files.
ุ All committees shall operate for the purpose of furthering the Mission and Vision of the MAAC.
ุ Committee Chairs, whenever possible, should be Board Members in good standing. Other Chairs should plan on attending all Board meetings.
The Standing Committees shall consist of the following:
ุ Finance
ุ Membership
ุ Community Relations
ุ Communications
ุ Event Support
ุ ACTS (Arts Education & Art in Public Places committees)
Article VII - Council Records And Minutes
Section 1 Records
The organization shall maintain adequate and correct books,
records, and accounts on its business and properties. All of such books, records, and accounts shall be kept by
the Secretary and/or Treasurer, and surrendered upon completion of their term of office.
Accurate minutes shall be kept of the proceedings of its
Board of Directors and its membership meetings.
A record giving the names and addresses of each of the
members entitled to vote shall be kept on file.
All membership lists are to be yearly updated & recorded.
Records from past years shall be kept permanently in files
at the principal office of MAAC for a period of no less than five years unless required by law to be maintained longer.
The historical records shall be maintained by the archivist.
Section 2 -- Reports
All books and accounts of the organization shall be open to
inspection by the members of the Board of Directors and to the extent required by law.
All committees are expected to give a monthly report on
activities/or non active times.
Any special event needs to give the Secretary a written
report of details as well as expense receipts for the Treasurer.
Section 3 -- Certification and Inspection of Bylaws
The original or copy of the Bylaws and any amendments
thereto, certified by the Secretary, shall be open to inspection by the members and Directors in the manner and to the extent required by law.
Article VIII Finance
Section 1
The Finance Committee shall consist of the Executive
Committee members and other persons as deemed necessary and appointed to the committee.
The Treasurer of the Board of Directors shall perform the
duties customarily pertaining to the office.
The Treasurer shall also act as Chair of the Finance
Committee.
This committee shall be responsible for the annual budget.
Section 2 -- Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money,
Notes or other evidence of indebtedness, issued in the name of or payable to the MAAC shall be signed or endorsed by such an officer or agent in such manner as shall be determined by resolution of the Board of Directors.
All funds of the MAAC shall be deposited to the credit of
the MAAC in such banks, trust companies, or other depositories as the Board of Directors may select.
Any checks written by the Board of the MAAC which are over Fifteen Hundred Dollars ($1,500.00) shall require the signature of two (2) board members.
The Board of Directors may accept on behalf of the MAAC any
contribution or gift bequest upon review and acceptance of the Board.
Any interest earned or accrued from any funds controlled by
the MAAC will be considered as general operating funds and treated accordingly.
Section 3 -- Endowment Funds
The Board of Directors shall have the power to accept gifts
of money or securities from donors and to designate the gifts as an Endowment Fund. The MAAC shall spend only the income from the gift and shall not invade the principal for any purpose-except upon a two-thirds(2/3) affirmative vote of the membership as any regular or Special Meeting.
The Board of Directors will designate the institution for
deposit of the funds.
Article IX -- General Provisions
Section 1 -- Amendment of Bylaws
Except as otherwise provided by law, the membership may
Amend or repeal these Bylaws or adopt new bylaws at any meeting of the membership with a two-thirds (2/3) vote.
No amendment shall be in order at any meeting unless not
Less than thirty (30) days previous notice of the nature of the proposed amendments shall have been given to all members.
Whenever an amendment of bylaws is adopted, it shall be
Placed in the minute book with the original Bylaws.
If any bylaw is repealed, the face of repeal the date on
which the repeal occurred shall be placed in writing in the minute book.
Section 2 -- Extraordinary Matters
Dissolution of the MAAC
The Board of Directors shall not dissolve the MAAC except
at an Annual Meeting or Special Meeting called for that purpose. In these circumstances a quorum shall be a majority of the membership, either present or represented by absentee ballot. Absentee ballots must provide for a 'Yes' or 'No' vote and shall be given upon the request
of an absent member prior to the meeting, placed in a sealed envelope, and given or mailed to the Secretary of MAAC. A two thirds (2/3) of the quorum shall be necessary for approval.
Upon dissolution of the MAAC, the Board of Directors shall,
after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the MAAC exclusively for the purposes of the MAAC in such a manner, or to such an organization (or organizations) organized and operated exclusively for charitable or educational purposes, as shall at the time qualify as an exempt organization under the Section 501(c)3 of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.