Artistic Roots By-Laws

ARTICLE I: NAME

The Official Name of the organization is Artistic Roots, Inc.

ARTICLE II: PURPOSE

Section 1: Artistic Roots, hereafter referred to as "the Cooperative", is a voluntary association and cooperative art center whose mission is to bring together artists and the community through workshops and classes; peer mentoring; receptions and events.

Section 2: Non-Profit status. Artistic Roots, Inc. is organized as a 501(c)(3) not-for-profit corporation, managed and run by the Member Artists. Membership dues, sales commissions, class tuitions, fundraising and donations support the maintenance and financing of Artistic Roots, Inc.

ARTICLE III: PLACE OF BUSINESS

Section 1: The board of director shall designate the principal office location.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for fulfillment of the organization's mission and for legal accountability for its operations. The Board shall have no fewer than seven (7) and no more than twelve (12) directors, including at least two Directors at Large who are not Member Artists and shall not be related in any way to Member Artists. The Board receives no compensation other than reasonable expenses.

Section 2: Terms. The term of each Board Member shall commence at the adjournment of the annual meeting at which they are elected, and shall run for three calendar years. A person shall not serve on the Board longer than six (6) consecutive years. The Board of Directors may waive the six (6) year limit at the request of the Nominating Committee.

Section 3: Removal. Any Board Member may be removed from office by a two-thirds vote of the entire Artist Membership. Written notice of the proposed removal of a Board Member must be given to such Board Member not less than seventy-two (72) hours prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Board Member must state the cause for the proposed removal.

Section 4: Resignation and Absences. Resignations from the Board must be in writing or using electronic communication and received by the Secretary. A Board Member shall be dropped from the Board if he or she has three un-excused absences from Board meetings in a year.

Section 5: Vacancies. Any vacancy occurring in the Board shall be filled by appointment by the Board. Such appointee shall serve during the unexpired term of the Board Member*

Section 6: Indemnification. All Board Members are indemnified. They are individually protected by these By-Laws from lawsuits or any action taken by the Board of Directors as a whole. Each Board Member is indemnified from debts, loans and other financial decisions and obligations of the Board of Directors and shall not be personally held responsible.

ARTICLE V: DUTIES OF BOARD MEMBERS

Section 1: President. The President shall supervise all activities of the Cooperative; call and preside over all meetings of the Board and Membership, appoint committees as necessary, and perform all duties inherent to the office as outlined in the Policy and Procedure Manual.

Section 2: Vice President. The Vice President shall act for the President in his/her absence, perform other duties as the President may direct and as outlined in the Policy and Procedure Manual.

Section 3: Secretary. The Secretary shall keep all records of the Board and Membership. The Secretary shall produce and publish minutes of all Board and Membership meetings in a timely fashion, or assign a replacement if needed. The Secretary shall also be responsible for correspondence as needed.

Section 4: Treasurer. The Treasurer shall receive and account for all funds belonging to the Cooperative, maintain bank accounts in depositories designated by the Board, render periodic financial reports and oversee timely filing of corporate tax returns. The President, Vice President and Treasurer shall be authorized to sign disbursements of funds. There shall be an annual audit by a qualified person(s) selected by the Board.

Section 5: Board Members at Large. Board Members at Large shall perform duties assigned by the Board.

Section 6: Board Members shall attend at least six Board/Membership meetings per year including the Annual Meeting.

Section 7: Policy and Procedure Manual. The Board shall produce and maintain a Policy and Procedure Manual that outlines the rules, regulations and policies of the Cooperative, and the duties and responsibilities of the Cooperative Board of Directors, Officers and Artist Members.

Section 8: Financial Responsibilities. The Board shall be responsible for establishing annual budgets, cash reserves and other financial matters.

Section 9: Contractual agreements. The Board shall oversee all contractual agreements, including Artist Membership Agreements and third party contracts, such as leases, insurance, etc. All contracts shall be approved by the Board and shall be signed by at least two (2) Officers of the Board. Those authorized to sign shall be the President, Vice President and Treasurer.

Section 10: Voting in absentia. Artist Members in good standing that do not attend the Annual Meeting may have their votes for Board Members counted if they sent an email to the President a least a day prior to the Annual Meeting.

ARTICLE VI: ELECTION OF OFFICERS

Section 1: Election of Officers. Officers shall be elected by a majority vote of the Board Members prior to the first regular Membership Meeting, following the Annual Meeting, and shall take office immediately.

Section 2: Nominating Committee. The President shall appoint a nominating committee of three (3) Board Members at the Annual Meeting. This committee shall collect officer candidate names and prepare a ballot for inclusion in the agenda of a Board Meeting to be held before the first Membership Meeting following the Annual Meeting. Nominations for officers from the floor in the Board Meeting shall be included in the vote.

Section 3: Voting in Absentia. Board Members that do not attend the Board Meeting at which the election of Officers takes place, may have their votes for Officers count if they submit a signed ballot in a sealed envelope to the President by the date of the election.

Section 4: Terms. The term of each Officer shall commence at the adjournment of the meeting at which they are elected, and shall run for one calendar year. A person shall not serve in any one office longer than two (2) consecutive terms. The Board of Directors may waive the two (2) term limit at the request of the Nominating Committee.

ARTICLE VII: EXPENDITURE OF MONEY

Section 1: Expenses. The Treasurer shall have the authority to pay all current and normal housekeeping expenses of the Cooperative.

Section 2: Check signing. For all routine expenses (see Section 1 above), the President, Vice President, and Treasurer are authorized to sign checks.

Section 3: Unexpected or emergency expenditures. Except for routine expenses which are part of standard operating procedures (i.e. approved budgets), a majority of the Board of Directors in a meeting or by e-mail, may authorize expenditures up to $1,200 in an emergency requiring immediate action. All emergency expenditures of more than $1,200 must be approved by a majority of the Artist Membership. The President shall notify the membership within twenty-four hours if any such emergency expenditure is to be made.

Section 4: Limited Authority for expenditures. Beyond such provisions as noted in Sections 1, 2, 3, no money shall be expended except upon majority vote of the Artist Membership. No money shall be authorized to be expended and no authority given to enter into any contract or obligation involving the payment of money in the name of the Cooperative beyond the money actually in hand, except with the approval of the Artist Membership.

ARTICLE VIII: GENERAL MEMBERSHIP

Section 1: General Membership. The General Membership shall consist of juried Artist members with decision making responsibilities. The total number of Artist Members shall be decided and amended by the members at any general membership meeting. Artistic Roots, Inc. shall not discriminate in the admission, rights, or privileges of its members on the basis of race, color, religion, creed, national origin, ancestry, ethnicity, sex, gender, gender identity or expression, sexual orientation, age, disability, genetic information, marital or familial status, socioeconomic status, veteran status, or any other characteristic protected under applicable federal, state, or local law.

Section 2: Artist Members. Artist members in good standing are eligible to serve on the Board of Directors.

Section 3: Artist Members are required to pay Membership dues in a timely fashion, attend three (3) Membership Meetings per year, participate in the events and activities of the Cooperative, and to work at the Gallery in accordance with guidelines established in the Policy and Procedures Manual.

Section 4: The image of the Cooperative is reflected by the conduct of its individual members. Complaints about the conduct of any member that affects the welfare of the Cooperative will be accepted in writing to the Board. Personal complaints or criticisms shall not be aired in open meetings or in group emails. The Board will hold separate meetings with each party involved and each party shall be given the opportunity to be heard. If the facts support the complaint a formal letter of reprimand will be issued by the Board.

Section 5: To be in good standing Artist members must be up to date on financial obligations, abide by these Bylaws and their Artist Member Agreement. The Board may, at any time, revoke the good-standing status of a member if these obligations are not met.

Section 6: Memberships. Memberships may not be shared by more than one individual, except in except at the discretion of the Board.

Section 7: Additional Spaces. Members may have one additional space, provided that they fulfill all membership duties (e.g. dues, work shifts) for both spaces except as designated by the Board.

Section 8: Dues. The monthly dues for the coming year shall be set in accordance with the budget at each Annual Meeting by a majority vote of the Membership.

Section 9: New Member Jury Process. New Artist Members shall be admitted by jury process. If space is not available in the Gallery juried artists shall be placed on a waiting list.

ARTICLE VIII: MEETINGS

Section 1: Annual Meeting. The date of the Annual Meeting shall be set by the Board of Directors, with input from the Membership. Notice of the Annual Meeting, along with the agenda, shall be provided not less than seven days before the meeting.

Section 2: Monthly Meetings. The Board shall meet monthly with Agendas and Minutes to be online and delivered through email. Any member may choose to attend the Board Meeting. The General Membership Meeting will be held on a bi-monthly basis. The Board reserves the right to call a meeting should the need arise.

Section 3: Compliance With Mission: The Board shall meet separately at least once annually, prior to the Annual Meeting, for the purpose of overseeing the Cooperative's compliance with its mission and the conditions of its status as a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, and for the purpose of strategic planning.

Section 4: Quorum. A quorum is required for voting and is represented by 51% of the Membership at any one time.

Section 5: Members shall have only one vote regardless of the number of spaces rented and occupied. Only the primary member from each space shall have a vote.

Article IX: CONFLICT OF INTEREST

Section 1: Any member, officer, or director who has a personal (including familial), financial, or business interest in a matter before the Cooperative shall disclose the interest prior to discussion or voting. The interested individual may participate in discussion at the request of the Board but shall not vote on the matter.  All disclosures and actions taken shall be recorded in the meeting minutes.  

ARTICLE X: IRC 501(c)(3) TAX EXEMPTION

Section 1: Limitations on activities. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or other wise attempting to influence legislation. This Corporation shall not participate in, or intervene in (including the publishing or distribution of statements). Any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 2: Further limitations on activities. Notwithstanding any other provisions of Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 3: Prohibition against private inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, Directors or Trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposed of this Corporation.

ARTICLE XI: DISSOLUTION

Section 1: Termination or dissolution of the organization. At the time of termination and dissolution of this organization, consigned items in the retail gallery shall be returned to individual artists. Any other objects, materials or equipment acquired by Artistic Roots shall be sold and all money remaining after the payment of outstanding payables shall be donated to another non-profit organization of similar purpose in accordance with Article VII of the Articles of Agreement.

ARTICLE XII: AMENDMENTS

Section 1: These By-Laws may be amended at any regular meeting of the Membership if a quorum is present. Proposed amendments must be submitted to the Secretary to be sent out with regular Board and Member announcements, 14 days prior to the meeting.