Article
I: Name
and Purpose
Section 1. Name
The legal name of this organization shall be the Seldovia Arts Council
as certified and established by the City of Seldovia, a first class
city of the State of Alaska. (Seldovia Code of Ordinances No. 84-19,
December 10, 1984)
Section 2. Purpose
The purpose of this organization is sponsorship and encouragement
of cultural and educational activities in the greater community of
Seldovia, Alaska. The Council may sponsor cooperative planning, research,
fundraising, and public education programs, administer property, and
undertake such other services and programs deemed necessary by the
Council to encourage participation in and appreciation of the arts
and sciences by all residents of the area.
Article
II: Membership
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Section 1. Membership
Any individual, corporation or business, or organization residing
within the greater community of Seldovia may become a member of the
Seldovia Arts Council upon payment of the annual dues specified by
the Board of Directors. Each dues-paying entity shall be a voting
member of the Seldovia Arts Council.
Article
III: Members:
Meeting and Voting.....
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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 will be announced
to the public when the meeting is advertised.
Section 2. Meetings
Regular membership meetings shall be held quarterly. Special meetings
of the Board may be called by the Chairman 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.
Section 3. Annual Meeting
The meeting of the Seldovia Arts Council which is held in the fourth
quarter of each year shall be considered to be the Annual Meeting.
At this meeting the membership shall elect by vote a Board of Directors
and Council Officers from a slate presented to them by the Council
Nominating Committee, consider reports of the affairs of the Council,
and transact such other business as may be properly brought before
such a meeting.
Section 4. Quorum
(a) At any meeting of the Council, the presence of at least five (5)
of the members shall constitute a quorum for the transaction of business.
(b) If a quorum is present, the affirmative vote of a majority of
those present at the meeting shall be the act of the Council.
Section 5. Voting Rights
The persons entitled to vote at any Seldovia Arts Council meeting
shall be determined from the membership records of the organization.
Each member (as defined in Article III Section 1.) is entitled to
cast one vote at all meetings. Organizational, 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 in
writing setting forth the action so taken is signed by all of the
Board entitled to vote on the matter. The consent shall have the same
effect as a unanimous vote of the Board and shall be filed in the
records of minutes of the Council.
Section 7. Action by Membership Poll
When there is business before the Council that requires 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, just as
though the business were being conducted in a meeting according to
Robert's Rules of Order. 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: Directors:
Management ........Go
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Section 1. Powers and Responsibilities
The business affairs of the Council shall be managed by a Board of
Directors who shall exercise or direct the exercise of all organizational
powers. The Officers and members of the Board of Directors of the
Council shall use their best efforts to carry out in good faith the
purposes and exercise the powers so as to further the experience and
appreciation of the arts (and/or sciences) by all residents of the
greater community of Seldovia.
Section 2. Number
The Board of Directors shall consist of five members.
Article
V: Officers
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Section 1. Election and Tenure of Office
(a) In the election of directors and officers, each member shall cast
one vote for each seat. Officers of the Council shall be the Chairman,
Vice-Chairman (or 2 Co-Chairs, at the discretion of the voting membership),
Secretary and Treasurer as well as such other officers as the Board
of Directors shall from time to time appoint. Each officer shall hold
the office for a one-year period, and no person shall hold the same
office for more than six consecutive terms.
(b) Any officer may be removed, either with or without cause, by action
of the Board of Directors. Any vacancies shall be filled by the Board
of Directors for the unexpired term.
Section 2. Duties
The duties of the officers shall be such as usually pertain to their
respective offices, or as are prescribed and assigned to them by the
Board of Directors.
Article
VI: Committees .............................Go
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Section 1. Executive Committee
a) The officers of the Council and the five members of the Board of
Directors constitute the Executive Committee and shall hold office
until their successors are duly elected. The Executive Committee shall
have and exercise in the intervals between meetings of the Board of
Directors all the powers of the Board which may lawfully be delegated
in the management of the business and affairs of the Council, or such
lesser powers as may be specified by a vote of the Directors.
(b) Five members of the Committee shall constitute a quorum. It shall
meet at the call of the Chairperson(s). All actions of the Executive
Committee shall be subject to review by the membership.
Section 2. Other Committees
The Chairperson(s) may appoint, with the approval of the Board, such
other standing or special committees as may be required from time
to time to assist the Board, Executive Committee, or membership.
Article
VII: Council
Records and Minutes
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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.
Section 2. Reports
(a) All books and accounts of the organization shall be open to inspection
by the members and the City of Seldovia in the manner and to the extent
required by law.
(b) The Treasurer shall make a financial report to the Council membership
at least once annually and additional financial reports shall be made
available to members of the Board in such form and at such times as
may be requested.
Section 3. Certification and Inspection of Bylaws
The original or a 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.
Section 4. 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 Council shall be signed or endorsed by such person or persons
and in such manner as shall be determined by resolution of the Board
of Directors.
