Visual Arts Society of Texas Bylaws Revised/Adopted: July, 2008
This organization is dedicated to increasing community appreciation for the visual arts,
continued improvement of individual artistic expression, and offering fellowship with people of
similar interests. The mission statement of this organization is: Artists and community
connecting to create and celebrate visual arts!
Bylaws – Name
The name of this not for profit organization as provided by its Certificate of Incorporation, shall be the Visual Arts Society of Texas.
Article I – Definitions
Unless the context clearly requires otherwise, in these bylaws:
“Board” means the board of directors of the Organization.
“Bylaws” means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Members.
“Certificate of Incorporation” means the Certificate of Incorporation of the Organization as filed with the Secretary of State of the State of Texas and includes all amendments thereto subsequently filed.
“Organization” means this Corporation
“Members” means the members of the organization determined pursuant to these bylaws.
“Officers” The title of an officer refers to the person or persons who at any given time perform the duties of that particular office for the Organization.
“Section” refers to sections of these bylaws.
Article II – Location
Section 1: Principal Office. The Organization may locate its principal office within the state of Incorporation as the Board may determine.
Section 2: Registered Office. The registered office of the Organization required by law to be maintained in the state of Incorporation may be, but need not be, identical with the principal office of the Organization. The Board may change the address of the registered office from time to time.
Section 3: Other Offices. The Organization may have offices at such other places as the Board may designate or as the business of the Organization may require from time to time.
Article III – Purpose
Section 1: This body shall be a not-for-profit organization in which artists and community connect to create and celebrate visual arts.
Section 2: It shall further community participation in and appreciation for the visual arts, provide opportunities for developing artists’ skills and expression, and offer fellowship with people of similar interests. It shall promote professionalism and ethics within the industry.
Section 3: The Organization is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Organization is distributed to, or inures to, the benefits of its directors or officers.
Section 4: The Organization’s purpose shall consist of doing all things and performing all acts permitted a not-for-profit Organization under Texas law. The Organization constitutes a not-for-profit Organization, organized exclusively for educational and artistic purposes. No substantial part of the activities of the Organization shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, and the Organization shall not participate or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements.) Notwithstanding any other provisions of the Certificate of Incorporation to the contrary, the Organization shall not carry on any other activities not permitted an Organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or any corresponding section of any future Federal tax code.)
Article IV – Membership
Section 1: Qualifications
- Individual. Those individuals desiring membership in the organization may join by paying the required dues.
- Family. Those families desiring membership in the organization may join by paying the required dues.
- Student. Those students (part- or full-time) desiring membership in the organization may join by paying the required dues.
- Supporting. Those individuals and organizations wishing to support the organization may join by paying the required dues.
- Other. Other membership groups or classifications may be established by the Board from time to time.
- Membership shall not be assignable by a member, nor shall membership pass to any personal representative, heir, or devisee. Membership of any member shall cease on
his or her death.
- A majority of the Members entitled to vote may remove any Member at any time with or without cause.
Members may be required to pay dues and/or meet attendance or participation requirements as established by the Board of Directors to maintain standing.
Section 2: Professional Standards. Conduct by members deemed to be inappropriate, including, but not limited to expressions of rudeness, obscenity, violence or hatred towards any member or guest at a VAST event, or in the course of communication regarding official VAST business, may result in the exclusion from participation in this organization and its activities, either for a specified period of time or permanently.
Section 3: Voting and Privileges. Each individual member shall have one vote at any at-large membership meeting. Routine business shall be transacted by a vote of the members in attendance. A plurality of the votes cast shall determine all elections and, except when the law requires otherwise, a majority of the votes cast shall determine all other matters.
The Members may vote by voice vote on all matters. However, upon demand by a Member entitled to vote, the Members shall vote by ballot. In that event, each ballot shall state the name of the Member voting, the number of votes and such other information as the Organization may require under the procedure established for the meeting.
At any meeting in which the Members vote by ballot, the President or person conducting the meeting may appoint a judge or judges. Each judge shall subscribe an oath to execute the duties of a judge at such meeting faithfully, with strict impartiality, and according to the best of his ability. The judge or judges shall decide the qualification of the voters and shall report the number of Members at the meeting and entitled to vote on any question, shall conduct and accept the votes, and, when the Members have completed voting, ascertain and report the number of Members voting respectively for and against the question. The judge or judges shall prepare a subscribed, written report and shall deliver the report to the Secretary of the Organization. A judge need not be a Member of the Organization, and any officer of the Organization may be a judge on any question other than a vote for or against a proposal in which he or she has a material interest.
Section 4: Meetings. Meeting dates will be announced at least two weeks in advance. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any
adjournment thereof, or in order to make a determination of Members for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Members. However, the Board or a committee of the Board shall not fix such date, in any case, more than 60 days prior to the date of the particular action. If the Board or a committee of the Board does not fix a record date for the determination of Members entitled to notice of or to vote at a meeting of Members, the date of the notice of meeting shall be the record date for such determination of Members.
The Annual Meeting, at such time and place as determined by the Board of Directors, shall be for the purpose of transacting such business as may properly come before the membership.
Consent of Members in Lieu of Meeting. The Members may take any action that they could take at any annual or special meeting, without a meeting, prior notice and a vote if the minimum number of Members necessary to authorize or take the action at a meeting at which all Members entitled to vote were present and voted, sign a consent in writing, setting forth the action taken. The Secretary or an Assistant Secretary shall give prompt notice of the taking of any corporate action without a meeting by less than unanimous consent to the Members who have not consented in writing.
Section 5: Procedures. Meetings shall be conducted using Robert’s Rules of Order as a procedural guide while allowing for organizational needs through flexibility in meeting format.
If a member would like to present an issue for consideration, the member may contact a representative on the Board for inclusion on the agenda, or may introduce the topic during the meeting as new business. The Board President or representative conducting the meeting may provide two minutes for one person to present in support of the issue, two minutes for one person to present against the issue, and then call for a vote if appropriate.
Section 6: Fees. Dues shall be determined by recommendation of the Board of Directors. No person shall be denied membership on the basis of race, color, gender, sexual orientation, age, religion, physical disability, or national origin.
Section 7: Records. Membership records including but not limited to name, address, telephone numbers, and email addresses will be maintained by the Board of Directors. To protect the membership, the Board of Directors will use the records only for distribution of information as approved by the Board. The Board of Directors will not sell or otherwise share the records with outside parties without prior vote of the membership. The Board of Directors shall not access the records for individual or personal use.
Article V – Governance
Section 1: Governance. The governance of the affairs of this Organization shall be vested in the Board of Directors consisting of not less than three (3) and not more than twenty-five (25) members, to be elected by the existing Board of Directors. All Board members shall maintain membership.
Section 2: Board of Directors. The Board of Directors shall have full responsibility for the management of the business of the Organization. It shall determine the policies governing the administration and operation of the Organization. It shall have full responsibility for the financial affairs and for the ethical and professional standards of the Organization.
Section 3: Nomination. A Nominating Committee appointed by the acting Board shall prepare a slate of candidates for the Board of Directors, including the officers. Independent nominations may be made with the prior consent of the nominee.
Section 4: Term Length. All members of the Board of Directors subsequent to those originally named incorporators shall serve a term of office of three (3) years. The original Board of Directors shall serve staggered terms with one-third of the first Board of Directors to serve one (1) year terms, one-third of the first Board of Directors to serve two (2) year terms, and one-third to serve three (3) year terms. A member may be re-elected for one (1) additional three (3) year term. A member shall not be eligible for re-election until the expiration of one (1) year following two (2) consecutive terms plus any partial term served as a result of election to fill a vacancy under Section 6 of this Article.
Section 5: Removal. Members of the Board of Directors who miss three (3) consecutive meetings or half of the regularly scheduled meetings in a calendar year shall be deemed to have resigned as a member of the Board of Directors and cease to be a member thereof. At a meeting following the resignation, the member may be reinstated by a majority vote of the Board of Directors at the member’s request.
Any director of the Organization may resign at any time by giving written notice to the Board or to the Secretary of the Organization. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.
A majority of the Board may remove any director at any time with or without cause.
Section 6: Vacancies. The Nominating Committee shall present to the Board of Directors candidates for openings or to fill unexpired terms whom shall, upon election by the Board, assume their positions, for the duration of a term or the un-expired term.
Section 7: Quorum. A quorum shall consist of three (3) of the current members of the Board of Directors. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice.
Section 8: Meetings. Meetings will generally be held quarterly except if a meeting is postponed by consent of a majority present at the previous meeting or due to extreme circumstances or if the Board elects to schedule other meetings during a meeting. Notice of meetings shall be provided in such a manner as to comply with the letter and spirit of the laws of this state.
The President of the Board, the Executive Director, or one-third of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Texas as the place for the meeting.
The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph, email, facsimile or in person. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business that the Board will transact at the meeting.
Except when expressly for the purpose of objecting to the legality of a meeting, a director’s
presence at a meeting shall constitute a waiver of notice of such meeting.
Section 9: Procedures. Meetings shall be conducted using Robert’s Rules of Order as a procedural guide while allowing flexibility to meet the needs of the Organization.
Where a vote of the Board is being taken and the Board so desires, Board members may vote by telephone, email, or facsimile.
Article VI – Officers
Section 1: The officers of this Organization shall serve as the Executive Committee of the Board of Directors, and the said Executive Committee shall be empowered to act on behalf of the Board of Directors during periods of adjournment.
Section 2: The officers of this Organization shall consist of a President, Vice President, Secretary and Treasurer, each of whom shall be elected for a term of one (1) year. No officer shall be eligible for re-election in the same office after serving two years in that office until at least one (1) year shall have expired after his or her last year in said office. Candidates for the officer positions must be a citizen of the United States of America.
Section 3: The duties of the officers of the organization shall be those that usually pertain to their respective offices, or are assigned to them as deemed advisable by the Board of Directors.
Article VII – Staff
The Board of Directors shall have the power to hire such staff, as it deems necessary for the operation of the organization.
Article VIII – Committees
Section 1: The Board of Directors shall have the power to create any committee deemed necessary, either as a Standing Committee or Special Committee, and shall have the power to appoint a Chair of any committee or to delegate such appointive powers to any other appropriate members. The Board President shall be an ex-officio member of all committees except the Nominating Committee. Standing Committees shall include Executive Committee (See Article V, Section 1) and the Board Development Committee. The Board will consider and may establish Legislative Information, Finance, PR and Marketing, Program Committees, Fundraising, and/or Education Committees. The Board may establish Ad Hoc Committees as appropriate per determination of the Board.
Section 2: The Nominating Committee shall investigate the qualifications and availability of persons who might serve as officers and members, and shall report its recommendations to the Board. The nominating committee shall serve a one-year term.
Article IX – Financial Matters
Section 1: No funds of the Organization shall be deposited in any name except that of the Organization and no funds of the Organization shall be invested without authority of the Board of Directors.
Section 2: The fiscal year of the Organization shall begin on the first of June and end on the last day of May each year. The books of the Organization shall be balanced and audited as of July 1 of each year by an internal committee or where possible a Certified Public Accountant.
Section 3: No part of the income of the Organization shall ever be distributable to its directors or officers.
Section 4: The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Organization. The Board may make such authorization general or special.
Unless the Board has authorized such action, no officer or agent of the Organization shall contract for a loan on behalf of the Organization or issue any evidence of indebtedness in the Organization’s name.
The Board will adopt an annual budget. The Board will establish and approve a disbursement policy each year for expenditures outside of the adopted budget.
The President, Vice President, Treasurer, Assistant Treasurer, Secretary, and/or designated staff or such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Organization.
The Treasurer or other designated person shall deposit all funds of the Organization not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Organization to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Organization, the President, Treasurer, designated staff, or any other officer, assistant, agent or attorney of the Organization whom the Board has authorized may endorse, assign, and deliver checks, drafts, and other orders for the payment of money payable to the order of the Organization.
The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Organization to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these bylaws, as it may deem expedient.
Article X – Tax Exempt Status
This Organization qualifies as a tax exempt organization under Section 501 (c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law): and all membership dues, gifts, donations, memorials, and bequests shall qualify as charitable deductions under the proper sections of the Internal Revenue Code.
Article XI – Amendments
The bylaws of this Organization may be amended or revised by the affirmative vote of at least two-thirds of the members of the Board of Directors.
Article XII – Dissolution
In the event of the dissolution of the Organization, after paying or adequately providing for the debts and obligations of the Organization, all assets shall be distributed to a similar not-for-profit Organization or foundation established under Section 501(c) 3 of the Internal Revenue Code.
Article XIII – Indemnification
Section 1: The Organization may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he or she is or was a Member, director, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as a director, officer, employee or agent of another Organization, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful, except that the Organization shall make no indemnification in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Organization unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall
Section 2: The Organization shall not indemnify any person in the absence of a court order, unless authorized in the specific case upon a determination that the Member, director, officer, employee or agent has met the applicable standard of conduct. One of the following shall make the determination: (a) the Board, by a majority vote of a quorum of directors not a party to the action, suit or proceeding; (b) absent a quorum or at the direction of a quorum of disinterested directors, independent legal counsel, by a written opinion; or (c) the Members.
Section 3: Notwithstanding the other provisions of this Article 11, to the extent that a Member, director, officer, employee or agent of the Organization has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 11.01 or Section 11.02 of these bylaws, or in defense of any claim, issue or matter therein, the Organization shall indemnify him against expenses (including attorneys’ fees) which he actually and reasonably has incurred in connection therewith.
Section 4: The Organization may pay expenses incurred in defending an action or proceeding in advance of the final disposition of such action or proceeding upon delivery to the Board of an undertaking of the indemnity to repay such amount, if the Organization ultimately determines that it should not indemnify him pursuant to the provisions of this Article.
Section 5: The indemnification provided by this Article shall not be deemed exclusive and is declared expressly to be nonexclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of Members or disinterested directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such office. In addition, the indemnification, provided by this Article, shall continue as to any person who has ceased to be a Member, director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Article XIV – Insurance
Section 1: Upon resolution passed by the Board, the Organization may purchase and maintain insurance on behalf of any person who is or was a Member, director, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as a member, shareholder, director, officer, employee or agent of another Organization, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his status as such, whether or not the Organization would have the power to indemnify him against such liability under the provisions of these bylaws.
Section 2: The Board shall determine the need for other insurance including but not limited to property and general liability.
Article XV – Conflict of Interest
Section 1: No Board Member shall use his or her position, or the knowledge gained there from, in such a manner that conflict between the interest of the Organization and his or her personal interests arises. The conduct of personal business between any Board Member and the Organization is prohibited. Board Members may not obtain for themselves, their relatives or their friends, a tangible benefit of any kind from their association with the Organization. If a Board Member has an interest in a proposed transaction with the Organization in the form of a personal financial interest in the transaction or in any organization involved in the transaction, or holds a position as Board Member, Director or Officer in any such organizations, he or she must make full disclosure of such interest before any discussion or action upon such transaction.
Section 2: If a Board Member or a member of that person’s immediate family, receives money from, is a major contributor to, or serves as an advisor, Director or Trustee with an organization which may receive funds from the Organization, he or she must make full disclosure of such interest before any discussion or action is taken upon a pending grant request from that organization.
Section 3: Any Board Member, who is aware of a potential conflict of interest with respect to any matter coming before the Organization, shall first state the conflict before any discussion of, or vote in connection with, the matter, and then abstain from voting.
Article XVI – Miscellaneous
Section 1: In addition to the use of facsimile signatures that these bylaws specifically authorize, the Organization may use such facsimile signatures of any officer or officers, agents or agent, of the Organization as the Board or a committee of the Board may authorize.
Section 2: The Board may provide for a suitable seal containing the name of the Organization, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.
Section 3: The Board shall have the authority to fix and change the fiscal year of the Organization.
Adopted by the VAST General Membership on the 4th day of April, 2007.