Allied Arts of Whatcom County By-Laws
Version revised 02/03

Article I - Name and Purpose

A.The name of the organization shall be Allied Arts of Whatcom County.

B. The purposes of the organization are:

1. To support and encourage the arts and artists, of Whatcom County

2. To foster and help create an environment in which the arts are an integral part of the community.

Article II - Membership

A.The corporation shall be a membership corporation. Membership shall be open to all persons and organizations who are interested in accomplishing the corporate purposes. A person or an organization shall immediately become a member upon payment of annual dues as set by the Board of Directors, or at such time as annual dues are waived.

B.Members shall receive the Allied Arts of Whatcom County newsletter, have access to all resource information maintained by Allied Arts and receive all other benefits of membership as determined by the Board of Directors.

C.The membership structure and annual dues shall be set by the Board of Directors to encourage a broad base of membership and to cover the cost to the corporation of providing benefits to the membership. Annual dues may be waived by the Board of Directors in case of economic hardship, and in case of honorary members.

D.General membership meetings:

1. The annual meeting of the membership shall be the spring meeting.

2. Special meetings of the membership may be called by the Chair, or by a majority vote of the Board of Directors, or by members having 20% of the votes entitled to be cast at such meetings.

3. Written or printed notice stating place, day and hour of the annual meeting and, in case of special meetings, the purposes for the which the meeting is called shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the Chair or persons calling the meeting to each member entitled to vote at such meeting.

Notice of regular meeting other than the annual meeting shall be made by providing each member with the adopted Schedule of regular meetings for the ensuing year at any time after the annual meeting and 10 days prior to the next succeeding regular meeting and any time when requested by a member or by such other notice as may be prescribed by the by-laws.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid.

Article III - Board of Directors

A.The affairs of the corporation shall be managed by the Board of Directors. The Board may employ staff to implement corporate policy.

B.The number of Directors of the corporation shall be a minimum of 7 and a maximum 21. All aspects of the art community will be supported and encouraged by the corporation, therefore the Board of Directors shall be chosen to represent a spectrum of arts activities, but not limited to, the categories of Arts Advocacy, Arts Education, Crafts, Architecture, Performing Arts, Literary Arts, Visual Arts, and Art Appreciation.

C.Directors shall serve for a term of 3 years with an annual turnover of 1/3 of the board. Each board member is entitled to serve for a second term of three years with a mandatory one year break after two consecutive terms. Each director shall hold office for the term for which he is elected and until a successor shall have been elected and qualified.

D.Directors shall be elected by the Board. Directors must be members upon election, and must maintain an active, paid-in-full membership during their term. Directors shall hold office until the expiration of the term of office into which elected, and until each successor is elected and qualified. Terms of office shall be three years.

E.The Board of Directors shall have the power to fill any vacancy occurring on The Board. The replacement director(s) shall be nominated by a nominating Committee appointed by the Chair of the Board and be approved by a majority vote of the Board of Directors. The replacement director shall be appointed for the unexpired term of his/her predecessor in office.

F.There shall be a minimum of 5 committees on the Board: Executive Committee, Board Affairs, Marketing, Programming and Finance. All Board committees will focus on policy issues and will be chaired by a board member.

G. The Board of Directors shall meet at least once every quarter at such times and places as the Board of Directors or the Chair may direct. A quorum for the transaction of business shall consist of a majority of the Board of Directors. The transaction of business, at all meetings of the Board, shall be in accordance with Robert's Rules of Order (Revised) and by a majority vote of all the members present. Any action taken shall be deemed the action of the full Board. At such meetings no Board member may vote by proxy.

H. The Board of Directors may declare the place of any Board member vacant and fill the vacancy if he/she is absent from 3 consecutive meetings of the Board ' without cause deemed sufficient by the Board. This must be accomplished by a 2/3 vote of the members of the Board of Directors.

I. No paid employees of Allied Arts of Whatcom County shall be eligible for election to the Board of Directors, and no member of the Board shall receive remuneration for his/her services as a Board member.

J. To the maximum extent permitted by law, including, without limitation, RCW 24.03.025 as now or hereafter amended, none of the directors of Allied Arts shall be personally liable to Allied Arts or its members for conduct as a director, except for acts or omissions that involve intentional misconduct by a director, or for a known violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

Article IV - Officers

A.The officers of Allied Arts of Whatcom County shall be the Chair, Vice Chair, Secretary, and Treasurer.

B.All of the officers shall be elected by the Board of Directors by secret ballot at the first meeting following the annual meeting for a term of one year and until their successors are duly elected and have qualified. No person shall hold more than one elective office. Any vacancy in office during a term shall be filled at the next meeting of the Board. Only a Director may be an officer.

C. The Chair shall exercise the usual executive powers pertaining to the office of the Chair, including presiding at meetings and executing all instruments on behalf of the corporation, and shall serve on the Executive Committee and Administrative Committee.

D. The Vice Chair shall act as Chair in the absence or disability of the Chair.

E. The Secretary shall keep all records of the Board and of the corporation, and shall perform such other duties as required and shall serve as a member of the Executive Committee.

F. The Treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation, and shall cause to be kept regular books of account and shall render periodic financial reports as requested by the Board of Directors, and shall chair the Finance Committee.

Article V - Executive Committee

A.The Executive Committee acts on behalf of the Board of Directors between meetings and on emergent issues, subject to established policies and plans. It provides direct support to the Executive Director and is chaired by the Board Chair. The primary membership includes the elected officers and committee chairs.

Article VI - Standing Committees

A.The Board Affairs Committee recommends policies related to the operations of the Board. These policies may relate to Board membership criteria, nominating new members, terms of service, job descriptions, committee assignments, orientation and training, cultivation of prospective members, meeting quality and effectiveness, committee structure, delegation of authority, evaluation and assessment of the Board and members and other such items in support of a highly functioning Board. This committee also nominates new Board members and new Board officers.

B.The Finance Committee, chaired by the Treasurer, recommends policies to the Board related to Allied Arts’ finances and will monitor, on at least a quarterly basis, the finances and the financial policies of the organization.

C.The Marketing Committee recommends policy related to all aspects of marketing for Allied Arts: the creation and operation of a system for regular identification of constituents, assessment of their wants and needs, definition of services responsive to those and consistent with Allied Arts’ mission and resources, determination of perceived value and communication of Allied Arts’ mission, purpose and results. This committee will also review all communication pieces for compliance with policy and established plans.

D.The Programming Committee recommends policies relating to programs that Allied Arts undertakes or plays a part in. The Executive Director will be on this Committee.

Article VII - Executive Director

A.The Executive Director shall be selected by the Board of Directors. The Executive Director shall be responsible to carry out the policy of Allied Arts of Whatcom County as described in the By-laws, and to carry out the responsibilities as defined by the Board of Directors.