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Bylaws of the Seldovia Arts Council


Article I: Name and Purpose
Article II: Membership
Article III: Members-Meeting and Voting
Article IV: Directors - Management
Article V: Officers
Article VI: Committees
Article VII: Council Records and Minutes
Article VIII: General Provisions

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 ...................................Go to Top of Page

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..... Top

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 to Top of Page

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 ........................................Go to Top of Page

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 to Top of Page

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 TOP ----

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.

Article VIII: General Provisions ....Go to Top of Page---- ---

Section 1. Fiscal Year
The fiscal year of the Council shall be fixed by resolution of the Board of Directors.

Section 2. Amendment of Bylaws
(a) 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 vote. No amendment shall be in order at any meeting unless not less than thirty days previous notice of the nature of the proposed amendments shall have been given to all members.
(b) 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 fact of repeal and the date on which the repeal occurred shall be placed in writing in the minute book.

ADOPTED: March 5, 1985
ATTEST: Chairman Susan Mumma, Secretary Darlene Crawford

AMMENDED: July 15, 1999
ATTEST: Co-Chairman Susan Mumma, Co-Chairman Lynn Corwin, Secretary Savannah Lewis

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