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BYLAWS
OF MONTROSE VISUAL ARTS GUILD ADOPTED AT A MEMBERSHIP MEETING -- FEB. 28, 2011; EFFECTIVE
JANUARY 1, 2012 Each member has the right and responsibility to suggest changes in the bylaws; BUT, before they can actually be changed, a written notice of the proposed change must be mailed to each member 30 days prior to the actual voting date. BYLAWS OF THE MONTROSE VISUAL ARTS GUILD
Article I. Name and Purpose Section I.1 Name The name of the organization shall be the Montrose Visual Arts Guild, a.k.a. MVAG or the Guild in this and any other section.
Section1.2 Purpose The Montrose Visual Arts Guild is dedicated to promoting public awareness of the visual arts and artists and their significant creative contributions. The Guild will strive to educate and inspire artists and the interested public through programs, workshops, exhibitions, and good fellowship, and pledges itself to encourage high standards of excellence in two and three-dimensional original works in all media.
Article II. Membership Section II.1 Members All persons, regardless of race, creed, color, age, religion, sex, or nationality are eligible for membership.
Section II.2 Membership Classifications There will be three classifications of membership: Active, Honorary, and Patron. A. Active Member These are artists or interested persons who have been admitted to membership in the Guild and whose dues remain current. Active members will have full voting privileges, can nominate or be nominated for Guild positions, and are eligible to serve as officers or Directors at Large. B. Honorary Member Honorary Membership may be granted by the Board of Directors or by vote of the membership to any person who has made a significant contribution to the Guild. Honorary members will have no voting privileges. C. Patron Member Patron members shall be any interested non-artist who wishes to be a significant supporting member of the Guild. Patron members will have no voting privileges unless they are also paid active members.
Section II.3. Membership Classification – Dues The dues for each classification will be set by the vote of the membership. Family members in the same household shall benefit from a reduced rate. Active members dues will be payable in January and must be renewed on an annual basis to keep membership status current. Any member who has allowed a lapse in dues must reapply for membership. Any person wishing to join as an active member after July 1 of any year may pay one-half of the yearly dues. Patron member dues may be paid at any time during the year and must be renewed on an annual basis.
Section II.4 Change in Dues The Board of Directors or membership may move an increase or decrease in dues as circumstances may require. A membership vote will determine the outcome of such motion.
Section II.5 Meetings General membership meetings dates and times and MVAG meeting locations and notice requirements shall be set by the membership. The Board of Directors may change the dates, times and locations of occasional monthly membership meetings. Unless otherwise scheduled by the Board of Directors, the annual business meeting will be held in November for the purpose of the election of officers and directors at large.
Section II.6 Notice for Membership Meetings A. Monthly and Annual General Membership Meetings Except as otherwise required in these bylaws or Colorado statutes: (i) no notice shall be required for monthly or annual general membership meetings other than an announcement at the preceding membership meeting of any alternate meeting date, time or location; (ii) actions may be taken at regular monthly meetings without specific notice of matters in the ordinary course of business or regularly coming before the membership or board. B. Special Membership Meetings Special meetings of the active members require written notice to active members stating the date, time, and purpose of the meeting. The location shall be the same as the usual meeting place for the Guild if not otherwise stated in the notice. C. Notice Any required notice of meetings to members shall be in writing and may be given in separate notice or the newsletter. Such notice may be delivered by deposit in the U.S. mail or electronic delivery sent not less than ten days prior to the scheduled meeting.
Section II.7 Quorum A quorum for membership meeting shall be the lessor of fifteen (15) voting members or 1/3 of the active members.
Section II.8 Voting A majority vote of the active members, providing a quorum is in attendance, shall determine any action or motion of business at a membership meeting. Members may vote by written, directed proxies specifying how the proxy is to be voted. Written ballots are to be used in membership votes on bylaw amendments, elections of directors at large and selection of artwork, contested elections of officers or other contested votes and in the discretion of the Board of Directors. All votes must be cast before votes are counted or results disclosed. Ties are to be decided by run-off votes.
Section II.9 Active Participation All members are encouraged to be active participants in MVAG, i.e: serve as an officer, director, committee members or chairs, aid with the annual show and exhibition and any other Guild activities.
Section II.10 Membership List Without the consent of the Board of Directors, the MVAG membership list or any part thereof may not be distributed to anyone or used by any person for any purpose unrelated to a member’s interest as a member. It may not be sold or distributed by the Board of Directors for commercial purposes.
Article III. Management of the Guild Section III.1 Governing Body The governing body for the guild will be the Board of Directors. The board members will be the president, vice president, treasurer, secretary, show chair and four directors at large elected from the active members. The Board will exercise all governing powers in accordance with MVAG’s bylaws. It shall have the authority to adopt, amend, or modify such standard rules and regulations as it deems necessary for the appropriate management of the Guild, consistent with the bylaws and standing rules adopted by members. Guild publications and internet sites must be authorized by the Board. The authorized number of directors will be nine (9).
Section III.2 Quorum The quorum for meetings of the Board of Directors will be five (5).
Section III.3 Board of Director Meetings The Board of Directors will meet a minimum of six (6) times annually or at such additional times as the Chair deems necessary. A. Call of Meeting The Chair shall call a meeting of the Board when requested to do so by two or more members of the Board, but at a time and under conditions prescribed by the Chair. B. Regular Board Meetings Regular meetings of the Board will be open to all active members. An active member may be included on the agenda if one week’s notice has been forwarded to the Chair. C. Dates, Times, Locations and Notice No notice shall be required for regularly scheduled meetings of the Board of Directors except as otherwise required in these bylaws or by statute. Special meetings of the Board of Directors shall be preceded by two days notice of the date, time and place of the meeting. Such notice may be given by telephone or in writing by U.S. mail or e-mail except as otherwise provided in these bylaws or by statute, provided that notice given by U.S. mail shall require a minimum of five days notice. Neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in the notice or waiver of the meeting except as provided by statute.
Section III.4 Failure to Fulfill Board Obligations Any member serving on the Board of Directors who fails to participate actively with Board meetings or meet the requirements of his office may be removed from his position by two-thirds majority vote of the Board.
Section III.5 Vacancy Any vacancy in officers or directors at large may be filled by majority vote of members at a regular meeting. The President and Secretary shall make reasonable attempts to give members advance notice that a vacancy will be filled at the meeting.
Section III.6 Voting Voting at a Board of Directors meeting will require a majority vote of the board members present, providing a quorum is present to conduct board business.
Section III.7 Powers of the Chair The Chair of the Board of Directors shall be the chief executive officer of the Guild. The Chair shall preside over all Guild membership and Board of Directors meetings and shall determine the agenda of each. The Chair shall be responsible for the administration of the day-to-day business of the Guild through its officers and committees. He may assign duties and distribute workload among board members at his discretion. It is the Chair’s responsibility to maintain the Guild’s purpose and continuously encourage its members toward achievement of new goals. It is also the Chair’s responsibility to insure all reports to the state and the IRS shall be submitted in a timely manner. Article IV. Officers and Advisory Committee Section IV.1 Officers Elected officers of the Guild shall consist of the president, vice president, treasurer, secretary, and show chair Section IV.2 Duties and Responsibilities of Officers A. President The President is the Chair of the Board of Directors. The President will provide leadership and act with the authority prescribed in the bylaws when directing the affairs of the Guild. She/he shall serve as ex-officio non-voting member of all committees, except the nominating committee; have the authority to call meetings of the general membership and Board of Directors; preside over all Guild meetings and set their agenda as he deems necessary for the management of the Guild. The President shall appoint an auditing committee at the end of each treasurer’s term of office. B. Vice-President The Vice-President shall perform the duties of the President in her/his absence. The Vice-President shall act as the President’s assistant in all activities and have such powers and duties as the Board of Directors and the President may assign her/him. C. Treasurer The Treasurer shall have custody of all Guild funds and maintain accurate and timely accounts of the Guild’s financial affairs and transactions. She/he shall deposit all monies and pay debts and other obligations by check. No unusual disbursements for business shall be made except by order of the Board of Directors or membership at the general meetings. The Treasurer shall prepare the financial records and have them available for Board and general membership meetings. She/he shall be the registered agent of the Guild and shall register the change of agent and address with the Office of the Colorado Secretary of State as necessary to keep the registered information current. The street address of the registered office shall be the residential street address for the registered agent, and the mailing address of the registered office shall be the post office box of the Guild. The Treasurer shall have such additional powers as the Chair of the Board of Directors may assign her/him. D. Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and of the general membership meetings and maintain accurate records of all Guild business. The Secretary shall have such powers and duties as the President and the Board of Directors shall assign her/him. The Secretary shall keep a separate record of standing rules enacted by the Board of Directors and active members defining and fixing the procedures authorized by the bylaws. E. Show Chair The Show Chair shall act as exhibition chair. She/he shall have the responsibility of organizing one annual Guild exhibition and shall provide updated reports on the progress of his committee at each Board of Directors’ meeting. Section IV.3 Duties and Responsibilities of Advisory Committee In the discretion of the President or upon the majority vote of the membership or the board, an advisory committee shall be appointed to act in an advisory capacity to the officers of the Guild. The advisory committee shall consist of one or more long term active members. The committee’s chief responsibility shall be to insure that the stated goals of the Guild are being maintained and to provide continuity. Article V. Elections and Terms of Officers and Directors Section V.1 Nomination and Election of Officers and Directors at Large The Chair of the board shall appoint the chair of a nominating committee, which chair and committee members shall all be active members who are not on the Board. The committee will present its list of nominations for the Board of Directors for the following year to the Board and general membership at the earlier of the August meeting or not less than thirty (30) days prior to the annual business meeting. The list shall include not less than one qualified candidate for each officer’s and board position. The officers and Board shall be elected from those nominated by the committee and / or nominated from the floor. Each candidate having a majority vote of attending members shall be elected to office or to the Board of Directors. Section V.2 Qualification Requirements The President and Show Chair shall each have been active members of the Guild for no less than one year prior to the beginning of their terms. Section V.3 Terms and Term Limits for Officers and Directors at Large The term for the officers and Directors at Large shall be one calendar year to begin January 1 and end December 31. The Directors at Large, President and Show Chair may succeed themselves one time. Other elected officers may succeed themselves without limit.
Article VI. Committees Determined by the needs of the Guild, committees or coordinator positions may be created at the discretion of the President and Board of Directors, and show sub-committees may be created by the Show Chair. Such committees and coordinator positions may be dissolved by the officer creating them or the Board of Directors. Committee chairs will be appointed from the membership by the President, and subcommittees by the Show Chair, all appointments being from volunteers when possible. The chair of each committee may appoint members from the general membership of the Guild to serve on the committee. Terms for committee members, committee chairs and coordinators are from January 1 through December 31. All positions with the Guild are understood to be voluntary, and no one may be appointed to a position without his affirmative consent. Committee chairs will submit budget requests and proposals to the Board of Directors. Article VII. Exhibitions and Workshops Section VII.1 Annual Exhibition It is the Guild’s intention to hold one competitive exhibition annually. This will be a non-juried exhibition, held at such location, at such date, and at such times as the Board of Directors may prescribe. No person designated to act as Judge may enter any artistic work for competition in such exhibition. Section VII.2 Other Exhibitions The Board of Directors may organize such other exhibitions as it has means to support. Section VII.3 Exhibition Fees The Guild shall charge entry fees to help defray the exhibition expenses. Such fees and/or exemptions will be set by the Board of Directors or a vote of the membership. Members in good standing shall benefit from reduced entry fees. Section VII.4 Workshop Fees At the discretion of the Board of Directors, the Guild may subsidize Guild sponsored workshop fees for current active members in good standing. The Board will determine the workshop fees and amount of subsidies, if any, upon due consideration based on the fees requested for each workshop prior to the scheduling and commencement of same. Article VIII. Amending the Bylaws Any member or the Board of Directors can present a proposed bylaw amendment. The bylaws may be amended or repealed at any general meeting of the Guild by the affirmative vote of two-thirds of the members provided a quorum is in attendance and that at least thirty (30) days, but not greater than sixty (60) days, prior to such meeting, written notice of the proposed amendment or repeal has been mailed to each voting member of the Guild. At such meeting any voting member may vote by written proxy. The effective date of Bylaw changes will be at the beginning of the calendar year or such earlier date as determined by the membership upon recommendation of the board. Article IX. Construction Words of one gender may be construed as denoting another gender, if appropriate. These foregoing pages, numbers 1-7, constitute the Bylaws adopted by the Board of Directors at the organizational meeting of the Board and amended by a two-thirds vote of active members quorum at the May 19, 2008 general meeting and by a two-thirds vote of active members quorum at the ________________ general meeting. MONTROSE VISUAL ARTS GUILD _______________________________ President _______________________________ Secretary MONTROSE VISUAL ARTS GUILD RULES FIXING PROCEDURES AND AMOUNTS AS AUTHORIZED IN BYLAWS 1) Membership Dues: A. Active Member Individuals $25 per year Family Rate $30 per year (Family Rate applies to two or more members from the same household.) B. Honorary Member No dues C. Patron Member $50 minimum payment 2) General Meetings Dates and Times: Monthly general membership meetings will be held on the 4th Monday of each month at 1 p.m. from January through November, except for pot luck meetings which shall begin at 12 noon and except as changed by the Board of Directors in accordance with the bylaws. The date of the December meeting will be set by the Board of Directors or voted on by members and will be announced at the November meeting. 3) General Meeting Locations: Monthly Guild meetings will be held at the Meadow Lark Apartments, 2378 Robins Way, Montrose, Colorado, except for one time changes of location made by the Board of Directors. 4) Board Meetings Dates and Times: The Board of Directors will meet at 12 noon before each general membership meeting scheduled for 1 p.m. 5) Minutes: In lieu of reading the minutes at a meeting, a copy of the minutes of general membership and boards of directors contested elections of officers may be printed in the newsletter, sent with the newsletter and/or posted on the Guild’s website. Financial data shall be redacted from minutes posted on the website. 6) Approval for Unusual Disbursements: Disbursements by the Treasurer in excess of five hundred dollars ($500.00) require advance approval by the membership, and those in excess of two hundred dollars ($200.00) require approval by the Board of Directors unless approved by the membership. 7) Fiscal Year: The fiscal year of the Guild shall begin January 1 of each year, and end December 31 the same year, and likewise annually thereafter. 8) Rules Attached to Bylaws: A copy of the then current rules shall be attached to each distributed copy of the Guild bylaws. The above rules were passed by majority vote of the active members on ___________________. _____________________________ President ______________________________ Secretary |