Bylaws of Art League of Highlands - Cashiers and the Greater Plateau
Revised - (October 2008) Office of the corporation required by law to be maintained in the state of North Carolina may be, but need not be, identical with the principal office.
Section 1. Name. The principal name of the corporation shall be here in known as Art League or League.
Section 2. Principal Office. The principal office of the corporation shall be located in Highlands, Macon County, North Carolina.
Section 3. Registered Office. The registered office of the corporation required by law to be maintained in the state of North Carolina may be, but need not be, identical with the principal office.
Section 4. Other Offices. The corporation may have offices at other places, either within or without the State of North Carolina, as the board of directors may designate or as the affairs of the corporation may require from time to time.
ARTICLE II MEMBERS
All current paid members and lifetime members are eligible to vote, participate in Art League functions and shows and to hold positions on the board of directors.
ARTICLE III MEETINGS OF MEMBERS
Section 1. Place of Meetings. All meetings of members shall be held at a place and time designated by the board of directors.
Section 2. Annual Meetings. The annual meetings of members shall be held for the purpose of electing officers and directors of the board of directors and for the transaction of any other business that may be properly brought before the meeting.
Section 3. Substitute Annual Meeting. If the annual meeting is not held on the day designated, a substitute annual meeting may be called in accordance with Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4. Special Meetings. Special meetings of the members may be called at any time by the president, secretary or board of directors of the corporation or by one-third of the members.
Section 5. Board Meetings. Board meetings will be held monthly at a time and place determined by the president with the approval of the board.
Section 6. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than five nor more than thirty days before the date of any meeting, either personally or by mail, to each member entitled to vote at the meeting, or alternatively, notice may be given by publication in the Highlander newspaper, Highlands, North Carolina, within
the time periods set forth above. In the case of a special meeting, the notice of meeting shall specifically state the purpose for which the meeting is called but, in the case of an annual or substitute annual meeting, the notice need not specifically state the business to be transacted.
Section 7. Voting Lists. At each meeting of the members the secretary of the corporation shall produce an alphabetical list of the members entitled to vote at the meeting. This list shall be subject inspection by any member during the whole time of the meeting or during usual business hours.
Section 8. Quorum. Ten percent of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. In the absence of a quorum at the opening of any meeting of members, the meeting may be adjourned from time to time by a vote of the majority of the members voting for the motion to adjourn and at any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting.
Section 9. Proxies. A member may vote either in person or by one or more agents authorized by a written proxy. A proxy is not valid after ninety days, unless the person executing it specifies therein the length of time that it is to continue in force.
Section 10. Voting of members. Each voting member shall be entitled to one vote on each matter submitted to a vote of the members. Except in the election of officers and the board of directors as governed by the provisions of Section 2 of Article IV, the vote of a majority of the members voting on any matter at a meeting of members at which a quorum is present shall be the act of the members on that matter, unless the vote of a greater number is required by law or by the articles of incorporation or bylaws of this corporation.
Section 11. Informal Action by Members. Any action that may be taken at a meeting of the members may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by all the persons who would be entitled to vote upon the action at a meeting and filed with the secretary of the corporation to be kept as part of the corporate records.
ARTICLE IV OFFICERS
Section 1. Officers of the Corporation. The officers of the corporation shall consist of a president, a secretary, a treasurer, a vice president, assistant treasurers and assistant/corresponding secretaries and other officers as the membership may from time to time elect. Any two or more offices may be held by the same person, but no officers may act in more than one capacity where action of two or more officers is required. The officers shall be voting members of the board of directors and shall serve for a term of one year or until his/her death, resignation, retirement, removal, disqualification or a successor assumes the duties of office. Length of service for officers shall be limited to three consecutive terms in the same office.
Section 2. Selection and election of officers.
a) Nominating Committee. A nominating committee which, shall be appointed by the president, shall meet prior to the June meeting in order to present a slate of candidates to replace the outgoing officers and board members. Each candidate must be a voting member in good standing and must have agreed to accept the responsibilities of the position.
b) Publicity of Nominations. At the June meeting, the Chair of the nominating committee shall present the slate of officers to the members. Nominations will also be accepted from the floor. Upon receipt of the report of the nominating committee the secretary shall notify the membership by mail through the July newsletter prior to the July meeting, of the names of the persons nominated for officers and board of directors.
c) Determination. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the corporation within ten days. The membership, at the July meeting, shall vote for officers and board members, provided that they have not done so previously by mail. The persons who receive the highest number of votes shall be deemed to have been elected.
Section 3. Seating of New Officers. All newly elected officers shall be seated at the regular August meeting and shall be participating members thereafter. Retiring members shall continue to serve until September first in an advisory capacity.
Section 4. Compensation of Officers. Officers of the corporation shall serve without compensation.
Section 5. Vacancies. Vacancies in the offices of the corporation shall be filled by appointment by the board of directors by a majority vote.
Section 6. Removal. Any officer elected or appointed by the membership or the board of directors may be removed by a majority vote of the members entitled to vote whenever in their judgment the best interests of the corporation will be served thereby.
Section 7. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He/she shall, when present, preside at all meetings of the members. He/she shall also act as Chair of the board of directors. He/she shall sign, with any proper officer authorized by the board of directors, any deeds, promissory notes, mortgages, bonds, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or is required by law to be otherwise signed or executed. He/she shall appoint committees and select chairpersons. He/she shall vote only in situations where it is necessary to break a tie. He/she shall in general perform all duties incident to the office of president and other duties as may be pre- scribed by the board of directors from time to time.
Section 8. Vice President. In the absence of the president or in the event of his/her death, inability or refusal to act, the vice president shall perform the duties of the president, and then so acting shall have all the powers of the be subject to all the restrictions upon the president. The vice president shall serve as program chairman, and may appoint a committee to assist with this duty. The vice president shall perform any duties as from time to time may be assigned to him/ her by the board of directors.
Section 9. Secretary. The secretary shall:
a) keep the minutes of the meeting of members, board of directors, and of all executive committees in one or more books provided for that purpose;
b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
c) be custodian on the corporation records and of the seal of the corporation;
d) oversee the membership chairman, who shall keep a list of members and of the post office address of each member, and cause to have this list available for inspection at each meeting of the membership;
e) in general perform all duties incident to the office of secretary and other duties from time to time as may be assigned to him/her by the president or board of directors.
Section 10. Assistant Secretaries/Corresponding Secretary. In the absence of the secretary or in the event of his/her death, inability or refusal to act, the assistant secretaries shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. The corresponding secretary will send correspondence for the league as requested by the president. They shall perform other duties as may be assigned to them by the secretary, the president, or the board of directors.
Section 11. Treasurer. The treasurer shall:
a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever and deposit all moneys in the name of the corporation in depositories selected in accordance with the provisions of Section 4 of Article VIII of these bylaws;
b) prepare, or cause to be prepared, a true statement of the corporation’s assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the corporation’s registered office or principal place of business in the State of North Carolina within four months after the end of each fiscal year and kept available there for a period of at least ten years; and
c) in general perform all of the duties incident to the office of treasurer and other duties as from time to time may be assigned to him/her by the president or the board of directors or by these bylaws.
Section 12. Assistant Treasurer. In the absence of the treasurer or in the event of his/her death, inability or refusal to act, the assistant treasurer shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. He/she shall perform other duties as may be assigned to him/her by the treasurer, the president, or the board of directors.
BOARD OF DIRECTORS
Section 1. General Powers. The business, finances and affairs of the corporation shall be managed by the board of directors.
Section 2. Number, Term and Qualifications. The number of directors shall be no fewer than three nor more than nine. The number of directors shall be determined by resolution of the board of directors. The membership of the board shall include the officers of the corporation, who shall serve for a one year term. The remainder of director/members at large shall be com- posed of voting members of the corporation in good standing, who shall be elected annually, to serve until their death, resignation, retirement, removal, disqualification or a successor assumes the duties of office. Length of service of directors shall be limited to three consecutive terms.
Section 3. Election of Board of Directors. The nomination, election and seating procedures for directors shall be the same as for the officers of the corporation as specified in Article IV, Sections 2 through 6.
Section 4. Chair of the Board. The chairperson of the board of directors shall be the president. The chairperson shall preside at all meetings of the board and perform such other duties as may be directed by the board.
Section 5. Compensation. The board of directors may not compensate members for their services as directors. In the event of special circumstances, the board may compensate directors for unusual expenses incurred in attending regular and special meetings of the board.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular meeting of the board of directors shall be held monthly. The initial meeting of each newly elected board shall be held at any time after the annual meeting and before the August meeting.
Section 2. Special Meetings. Special meetings of the board may be called by or at the request of the president or any two directors or any five members. Special meetings may be held either within or without the State of North Carolina.
Section 3. Notice of Meetings. Regular meetings of the board may be held without notice. The person or persons calling a special meeting of the board of directors shall give notice thereof by any usual means of communication. The notice need not specify the purpose for which the meeting is called.
Section 4. Quorum. One third of the number of directors shall constitute a quorum for the transmission of business at any meeting of the board of directors.
Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which a motion on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her contrary vote of dissent is entered in the minutes of the meeting or unless he/she files written dissent to the motion with the secretary of the meeting before or immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the motion.
Section 6. Informal Action by the Board. Action taken by a majority of the directors without a meeting is nevertheless board action if written consent to the action is signed by all the directors and filed with the minutes of the proceedings of the board, whether done before or after the action is taken.
Section 7. Committees of the Board. The board of directors, by resolution adopted by a majority of the directors, may designate one or more directors to constitute an executive committee which, to the extent authorized by law and provided in the resolution, shall have and may exercise all of the authority of the board in the management of the corporation. The designation of any committee and delegation thereto of authority shall not relieve the board or any member thereof of any responsibility or liability imposed upon it or him/her by law.
LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, after presentation to and approval of the membership, and the authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors, with the approval of the membership. The authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by two officers of the Art League and in a manner as shall from time to time be determined by resolution of the board of directors.
Section 4. Deposits. All funds of the Art League not otherwise employed shall be deposited from time to time to the credit of the Art League in a general operating fund in a depository selected by the board.
Section 1. Committees. The president, or in the absence of the president the vice president, may from time to time appoint committees. The committee members may elect their chairperson or the president may appoint one. It shall be the function of the committee to carry on such activities as may be delegated to the committee by the president or the board of directors. It shall be incumbent upon the committee chairperson to make recommendations to the board of directors, however, no action or resolution of any kind may be taken by a committee unless approved by the board. In no event shall the term of the committee exceed the term of the appointing president.
Section 2. Parliamentary Authority. The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when rules are not inconsistent with the charter or bylaws of the Art League.
Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by the board of directors.
Section 4. Restrictions. The Art League shall use its funds only to accomplish the objects and purposes specified in its bylaws and Articles of Incorporation and no part of said funds shall inure, or be distributed to the members of the corporation except to pay reasonable compensation for services rendered. The Art League shall be nonprofit, nonsectarian and nonpartisan. The corporation shall not carry on any activities not permitted under Section 501 (c) (6) of the Internal Revenue Code.
Section 5. Dissolution Procedure. Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation in such a manner or to such organization or organizations of similar purpose, that shall at the time qualify as an exempt organization under 501 (c) (6) of the Internal Revenue Code of 1986, as the board of directors shall determine. Any assets not so disposed of shall be disposed of by the court of common pleas of Macon County, exclusively for such purposes or to such organization or organizations that are organized and operated exclusively for such purposes, as the court shall determine.
Section 6. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors at any regular or special meeting of the board of directors, providing the notice for the meeting includes the proposals for amendment. Any proposed amendment or alteration shall be submitted to the board in writing at least ten days before the meeting at which they are to be voted upon.
Section 7. Membership Dues. $30 individual and $50 per couple membership dues are due March 1st. Monthly newsletter will be sent to paid members only. Membership Chairman will mail or e-mail renewals in February to remind members that dues are due in March.
Section 1. General Information. To give continuity from year to year, each year’s show chairpersons are asked to act as co-chair with the next year’s chairpersons. A new person will join the following year and the old chair will be relieved. Each year, there will be one experienced and one inexperienced person to share the responsibility. If the member is unwilling or unable to do the job at any time, other arrangements will be made.
a) The Chairman of the Colors Show shall not pay the entry fee.
b) The League displays are for the use of the Art League and are only rented upon the decision of the board of directors. A minimum of $9.00 per screen will be asked for rental to non- profit organizations; $4.00 to members and other fees determined as need arises.
Section 2. Publicity. Publicity will be handled by the publicity committee. The publicity committee reports to the board of directors.
a) Any pictures or information regarding the show must go to the publicity chairperson one month before show or as arranged with said publicity chairperson.
Section 3. Reception Committee/Hospitality Chair. The reception committee and hospitality chair shall have duties outlined each year by the board of directors.
Section 4. Volunteers.
Part 1: Indoor Shows: A sign-up sheet should be passed at meetings prior to show for:
a) accepting work,
b) return of rejected work (juried shows),
c) hanging show, mailing assistance,
d) reception host/hostesses,
e) reception refreshments,
f) gallery staff assistants,
g) assistants to juror, if any
h) flowers, and
i) return of work at close of show.
Part 2. Outdoor Shows. A sign-up sheet should be passed at prior meeting for:
a) painting or repairing displays, if needed,
b) mailing assistance,
c) phone assistance,
d) mowing and clean-up,
e) set-up of displays, and
f) take-down of displays.
Section 5. Entry Forms. A master entry form is available for each show chairperson. The League president and the recording secretary each have a complete file of forms and general information.
a) The entry form will reflect the guidelines outlined by the board of directors.
b) The correct dates, times and any other information should be filled in (form retyped if necessary), proofed by Show Director and mailed with the appropriate League Newsletter.
c) If the show is in July, entry forms should be included in the May Newsletter.
d) In the case of shows open to non-members, consult Show Director for additional mailing list.
Section 6. Insurance. Appropriate liability insurance will be kept intact to cover limited liability at shows and meetings.
Section 7. Exhibit Guidelines. The intentions of the “Colors Art Shows” are to encourage and support the creation of original art within our membership and to promote the opportunity to sell their work at fine art shows.
a) All work must be attributable solely to the exhibitor.
b) Artists working in a true collaboration must have both names on the application and may exhibit only that work which is a product of the collaboration.
c) No sharing of booths for other media is accepted.
d) It is our exclusive right and responsibility to ask members to remove work that is not in compliance with the guidelines of the show.
e) Only work in the style and medium stated in the application may be exhibited.
f) The artist should be at his or her booth during the show unless arrangements are made with the committees.
g) All reproduced items including note cards must depict the actual original work of the artist.
h) No commercially available molds or patterns that have been commercially produced and then just embellished may be displayed or sold.
i) All developing and printing of photographs must be done by the artist or under the direct supervision of the artist.
Section 8. Media Types.
a) Ceramics: All original clay and porcelain work other than jewelry. No machine made or mass-produced work is permitted. Non functional works are preferred.
b) Digital Art: Any original work for which the original image or the manipulation of other source material was executed by the artist using a computer. Work must (be) original and signed preferably on archival quality materials. Traditional photographs taken through a digital media should apply in the Photography category.
c) Drawing: Work created using dry media including chalk, charcoal, pastels, pencil, wax crayon, from the fluid medium of inks and washes applied by pen or brush, etc.
d) Fiber: Work crafted from fibers in non functional designs that are meant to be an art piece for wall or table etc. display. No mass production are permitted or factory produced, wearable items, regardless of additional modification or enhancement by the artist.
e) Glass: Original glass works only, in non functional decorative items.
f) Printmaking: Printed works for which the artist’s hand manipulated the plates, stones or screens and which have been properly signed and numbered as a limited edition. Photogravure, photocopy and/or offset reproductions are not permitted.
g) Jewelry, Non-precious: Work produced from metal, glass, clay, fiber, paper, plastic and other materials featuring non-precious stones. Commercial casts, molds and production studio work is not permitted.
h) Jewelry, Precious: Work produced from metal, glass, clay fiber, paper, plastic and other materials featuring precious stones. Commercial casts, molds and production studio work will not be accepted.
i) Metal: All non-sculptural, non-jewelry works created from metals that are meant to be non functional art pieces.
j) Mixed Media, 2D: Two-dimensional work that incorporates more than one type of physical material.
k) Mixed Media, 3D: Three-dimensional work that incorporates more than one type of physical material. Includes non-sculptural work.
l) Painting: Work created in oils, acrylics, watercolor, etc. Reproductions of all kinds of members work, must be identified as reproductions.
m) Photography: Photographic prints made from the artist’s original image which have been processed by that artist or under her or his direct supervision.
n) Sculpture: Three-dimensional original work done in any medium, including built-up works in wood, and that are non functional and meant to be art pieces.
o) Wood: Original works in wood that are hand-tooled, machine-worked, turned or carved to create non functional art pieces.
AWARDS AND LIMITATIONS
Section 1. Memorial awards. When a member passes away, the membership and/or board may elect to contribute to a Memorial Award. The family of the deceased should be notified of the League’s intention. Upon approval of the family, notice of such award will be given at meetings and in the Newsletter.
Section 2. Powers of the Board, Limitations. There are no dollar limits to what the board may spend in the bylaws. The board voted to adopt an informal limit of $1,000. Amounts over $1,000 will go to the general membership for approval.
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