Arts Alive! Gallery

BY-LAWS

ARTS ALIVE!

ARTICLE 1: NAME OF CORPORATION

The name of the corporation shall be ARTS ALIVE!

(Hereinafter referred to as the “corporation”)

ARTICLE II: PURPOSE

The corporation has been organized to operate exclusively for charitable purposes; including but not limited to: 1. Financial support for the Enumclaw Arts Commission through the ARTS ALIVE FUND RAISING PROJECTS (S) put on by members of the Community, 2. To support the Performing Arts Series enabling the EAC to keep ticket prices down for families and; 3. To support local visual and performing artists and to present programs for the White River and Enumclaw School students.

ARTICLE III: MEMBERS

Section 1. Any person or organization may become a member of the Corporation by agreeing to abide by the goals, principles and purposes of the Corporation and paying annual dues.

Section 2. Rights of Members

Each member of the Corporation shall be entitled to vote for Directors of the Board at meetings scheduled for that purpose and to vote on such other matters submitted for membership consideration by the Board of Directors or required by statute, the Articles of Incorporation of there By-Laws.

No member shall be entitled to any dividend or any part of the income of the Corporation.

Section 3. Membership Resignation

Any member may resign at any time by delivering a written resignation to the Chairperson of the Corporation.

Section 4. Meetings of Members

An Annual Meeting of Members shall be held at least once every calendar year at the time and place designated by the Board of Directors.

Special meetings of members may be called by the Chairperson or by the Board of Directors. Special meetings must be called by the Chairperson upon the written request of not less than one-forth of the members.

Notice of all meetings of members, stating the place, day and hour of meeting shall be mailed to each member at the address last given by each member to the Secretary not less than ten (ten) days nor more than fifty (50) days prior to the meeting.

Section 5. Quorum of Membership Meetings- a majority of members in attendance

Section 6. Dues-Minimum of $10.00 per year

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Election of Directors/Selection

The number of Directors shall not exceed 2. None of the Directors shall be paid staff of the Corporation or of any other organization receiving financial support from the Corporation.

Directors shall serve for a term of three years, or until their successors are elected, except that the terms of the initial Directors may be for less than three years in order to assure that approximately one-third of the Directors are elected each year. No person may serve on the Board of Directors for more than two consecutive three-year terms. Except or vacancies, Directors shall be elected by the members at the annual meeting.

Section 2. Powers

The policies, activities, affairs, finances and property of the Corporation shall be managed, directed and controlled and its powers exercised by, and vested in, the Board of Directors.

Section 3. Resignation

Any Director may resign at any time by delivering a written resignation to the Chairperson of the Corporation.

Section 4. Removal

Any Director may be removed with cause, including, but not limited to having four (4) consecutive unexcusesed absences from regularly scheduled Board meeting and at any time by the affirmative vote of a majority of the Directors present at a meeting of Directors, the notice of which shall have specified the proposed removal.

Section 5. Vacancies

Whenever a vacancy occurs a majority of the remaining Directors (even less than a Quorum) may fill the vacancy, and each such Director so appointed or designated shall hold office for the remainder of the term of the Directorship so vacated.

ARTICLE V: MEETINGS OF BOARD OF DIRECTORS

Section 1. Meeting of the Board of Directors maybe called by the Chairperson, Vice-Chairperson, secretary, Treasurer, pr Project Chairperson: and in addition, a meeting must be called by any of the officers listed above on the written request of any three Directors. Regular meetings of the Board of Directors shall be held periodically.

Section 2. Notice of Meetings

Notice of all meetings of the Directors shall be mailed or phoned to each Director at his or her residence or usual place of business not less than (10) ten days prior to the meeting. Each notice shall state the day, time and place of such meeting. Any business may be transacted at any meeting of the Directors.

Section 3. Quorum

At all meeting of the Board of Directors a majority of the Directors present shall be necessary and sufficient to constitute a quorum for the transaction of business.

Section 4. Voting

Each Director shall have one vote. At all meetings of the Board of Directors, except as otherwise required by these By-Laws, all matters shall be decided by the vote of a majority of the Directors present at the meeting.

Section 5. Compensation

The Directors of the Corporation shall serve without salary, but the Board of Directors may authorize the payment by the Corporation ft the reasonable expenses incurred the Directors in the performance of their duties.

ARTICLES VI: OFFICERS

Section 1. Titles and Qualifications

The officers of the Corporation shall consist of a Chairperson, Vice-Chairperson, a Secretary and /or Treasurer, and such other officers as the Board may from time to time designate. Any person may hold any two or more offices of the Corporation, except that no person may serve concurrently as Chairperson, Secretary and/or Treasurer.

Section 2. Election and Term of Office

The officers of the Corporation shall be elected by the Board of Directors and shall serve for a term of one (1) year or until a successor is elected. Unless an officer resign, dies, or is removed prior thereto, he or she shall hold office until a successor has been chosen and qualified.

Section 3. Resignation

Any officer may resign at any time by delivering a written resignation to the Chairperson. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

Section 4. Vacancies

Any vacancy in an office may be filled by the Board of Directors

Section 5. Chairperson

The Chairperson of the Corporation shall serve as Chairperson of the Board and Membership meetings, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors.

Section 6. Vice-Chairperson

The Vice-Chairperson of the Board shall possess the powers and discharge the duties of the Chairperson of the Board in the latter’s absence or disability, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors.

Section 7. Secretary

It shall be the duty of the Secretary to cause a record to be kept of the corporate affairs of the Corporation

Including all the meetings of the Board of Directors, list of membership and to perform such other duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors.

Section 8. Treasurer

It shall be the duty of the Treasurer to supervise the financial affairs of the Corporation, to cause a full and accurate record to be kept of same, to provide regular reports to the Board of Directors on the financial status of the Corporation, and to perform such other duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors. These records should be audited periodically at the direction of the Board.

ARTICLES VII: COMMITTEES

Section 1. Designation

The Board of Directors may, by resolution adopted by a majority of the whole Board designate an Executive Committee and other such committees, task forces, work groups, etc. as it deems appropriate and necessary.

Section 2. Executive Committee

The Executive Committee shall consist of the officers of the Board of Directors. The Chairperson shall serve as Chairperson of the Executive Committee.

Section 3. Auction

An Auction Chairperson may serve at the pleasure of the Board of Directors, the Auction Chairperson shall exercise general and active management of the business of the Arts Alive Auction and shall report to and advise the Board of Directors on all significant matters relating to the auction and shall see that all orders and resolutions of the Board of Directors are put into effect.

Section 4. Additional Committees, Task Forces, Work Groups and others

The Board of Directors may from time to time establish other committees, task forces, work groups, etc. which shall have such duties, and the members of which shall hold office for such periods, as the Board of Directors may from time to time determine: provided, that no committee shall have any power of authority which could not be exercised by the Executive Committee. The rules of procedure of such committees shall be determined from time to time by the Board of Directors, or if authorized by the Board of Directors, by the respective committees, task forces, work groups, etc. any such committee, task force, work group may be abolished or any member thereof removed with or without cause, at any time by the Board of Directors.

Section 5. Vacancies

A vacancy occurring n any committee may be filled by the Board of Directors

Section 6. Communication Meetings

Procedure:

Reasonable verbal notice, including time and place, of all committee meetings shall be given by the Committee Chairperson to the members thereof.

Section 7. Quorum; Majority Vote

At meetings of any committee, a majority of the number of members appointed by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at the meeting of any committee, the embers present may adjourn the meeting from time to time, without notice other than an announcement at the meeting until a quorum is present.

ARTICLE VIII: MISCELLANEOUS

Section 1. Indemnification

The Corporation will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of , conduct of such person in his or her capacity as a Director, Officer, or Employee (except in cases involving willful misconduct). The Corporation will have the power to purchase or procure insurance for such purposes.

Section 2. Contracts and Loans

The Board of Directors may authorize any Officer or Officers, Agent or Agents of the Corporation, in addition to the Officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts and Loans

All checks, drafts and other order or payment of funds will be signed by such Officers or such other persons as the Board of Directors may from time to time designate. At least two members of the Executive Committee as designated by the Board should be authorized to sign checks, drafts and payment orders.

Section 4. Records

The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceeding of its members, Board of Directors, and Committees having any of the authority of the Board of Directors: and it will keep a the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member at any reasonable time with prior notice.

Section 5. Fiscal Year

The Fiscal Year of the Corporation shall begin on January of each year and shall end on December 31.

Section 6. Conflict of Interest

No member, director or Officer of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contact for furnishing service or supplies to it, unless (a) such contract shall be authorized by an absolute majority of Directors present and voting at a meting at which the presence of such Director is not necessary for such authorization, (b) the facts and nature of such interest shall have been fully disclosed or shown to members of the Board of Directors present at the meeting at which such contract is so authorized, and (c) any interested Director has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest.

Section 7. Non-discrimination

The Members, Officers, directors, Committee Members, Employees, and persons served by this Corporation shall be selected entirely on a non-discriminatory basis with respect to age, sex, race, religion, national origin or physical disability.

AMENDMENT OF BY-LAWS

Section1. Except as otherwise provided herein, these by-laws may be altered, amended or repealed, and new by-laws may be adopted by two-thirds (2/3) vote of the Directors present at any regular meeting, a quorum being assembled, provide that written notice of such meeting, setting forth in detail the proposed by-laws, be given not less than ten (10) days prior to such meeting. These by-laws may be altered, amended or repealed, and new by-laws may be adopted by majority vote of the members present at a regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detain the proposed by-laws revisions, be given not less than ten (10) days prior to such meeting.

Section 2. The Board of Directors may amend these by-laws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice or at least ten (10) days,

Any number of amendments or an entire revision of the by-laws may be submitted and voted upon at a single meeting of the Board of Directors.

Section 3. Upon the dissolution of the Corporation and after the payment or provision for payment of all the liabilities of the Corporation, the Board of Directors will dispose of all of the assets of the Corporation exclusively for ht purposes of the Corporation of two organizations that are then qualified as tax-exempt organizations under section 501 (e) 3 of the internal Revenue Code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the Corporation is located.

Section 4. In situations not covered by these by-laws, Robert’s Rules of Order, current edition, shall prevail.

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	BY-LAWS Of ARTS ALIVE! ARTICLE 1: NAME OF CORPORATION The name of the corporation shall be ARTS ALIVE! (Hereinafter referred to as the “corporation”) ARTICLE II: PURPOSE The corporation has been organized to operate exclusively for charitable purposes; including but not limited to: 1. Financial support for the Enumclaw Arts Commission through the ARTS ALIVE FUND RAISING PROJECTS (S) put on by members of the Community, 2. To support the Performing Arts Series enabling the EAC to keep ticket prices down for families and; 3. To support local visual and performing artists and to present programs for the White River and Enumclaw School students. ARTICLE III: MEMBERS Section 1. Any person or organization may become a member of the Corporation by agreeing to abide by the goals, principles and purposes of the Corporation and paying annual dues. Section 2. Rights of Members Each member of the Corporation shall be entitled to vote for Directors of the Board at meetings scheduled for that purpose and to vote on such other matters submitted for membership consideration by the Board of Directors or required by statute, the Articles of Incorporation of there By-Laws. No member shall be entitled to any dividend or any part of the income of the Corporation. Section 3. Membership Resignation Any member may resign at any time by delivering a written resignation to the Chairperson of the Corporation. Section 4. Meetings of Members An Annual Meeting of Members shall be held at least once every calendar year at the time and place designated by the Board of Directors. Special meetings of members may be called by the Chairperson or by the Board of Directors. Special meetings must be called by the Chairperson upon the written request of not less than one-forth of the members. Notice of all meetings of members, stating the place, day and hour of meeting shall be mailed to each member at the address last given by each member to the Secretary not less than ten (ten) days nor more than fifty (50) days prior to the meeting. Section 5. Quorum of Membership Meetings- a majority of members in attendance Section 6. Dues-Minimum of $10.00 per year ARTICLE IV: BOARD OF DIRECTORS Section 1. Election of Directors/Selection The number of Directors shall not exceed 2. None of the Directors shall be paid staff of the Corporation or of any other organization receiving financial support from the Corporation. Directors shall serve for a term of three years, or until their successors are elected, except that the terms of the initial Directors may be for less than three years in order to assure that approximately one-third of the Directors are elected each year. No person may serve on the Board of Directors for more than two consecutive three-year terms. Except or vacancies, Directors shall be elected by the members at the annual meeting. Section 2. Powers The policies, activities, affairs, finances and property of the Corporation shall be managed, directed and controlled and its powers exercised by, and vested in, the Board of Directors. Section 3. Resignation Any Director may resign at any time by delivering a written resignation to the Chairperson of the Corporation. Section 4. Removal Any Director may be removed with cause, including, but not limited to having four (4) consecutive unexcusesed absences from regularly scheduled Board meeting and at any time by the affirmative vote of a majority of the Directors present at a meeting of Directors, the notice of which shall have specified the proposed removal. Section 5. Vacancies Whenever a vacancy occurs a majority of the remaining Directors (even less than a Quorum) may fill the vacancy, and each such Director so appointed or designated shall hold office for the remainder of the term of the Directorship so vacated. ARTICLE V: MEETINGS OF BOARD OF DIRECTORS Section 1. Meeting of the Board of Directors maybe called by the Chairperson, Vice-Chairperson, secretary, Treasurer, pr Project Chairperson: and in addition, a meeting must be called by any of the officers listed above on the written request of any three Directors. Regular meetings of the Board of Directors shall be held periodically. Section 2. Notice of Meetings Notice of all meetings of the Directors shall be mailed or phoned to each Director at his or her residence or usual place of business not less than (10) ten days prior to the meeting. Each notice shall state the day, time and place of such meeting. Any business may be transacted at any meeting of the Directors. Section 3. Quorum At all meeting of the Board of Directors a majority of the Directors present shall be necessary and sufficient to constitute a quorum for the transaction of business. Section 4. Voting Each Director shall have one vote. At all meetings of the Board of Directors, except as otherwise required by these By-Laws, all matters shall be decided by the vote of a majority of the Directors present at the meeting. Section 5. Compensation The Directors of the Corporation shall serve without salary, but the Board of Directors may authorize the payment by the Corporation ft the reasonable expenses incurred the Directors in the performance of their duties. ARTICLES VI: OFFICERS Section 1. Titles and Qualifications The officers of the Corporation shall consist of a Chairperson, Vice-Chairperson, a Secretary and /or Treasurer, and such other officers as the Board may from time to time designate. Any person may hold any two or more offices of the Corporation, except that no person may serve concurrently as Chairperson, Secretary and/or Treasurer. Section 2. Election and Term of Office The officers of the Corporation shall be elected by the Board of Directors and shall serve for a term of one (1) year or until a successor is elected. Unless an officer resign, dies, or is removed prior thereto, he or she shall hold office until a successor has been chosen and qualified. Section 3. Resignation Any officer may resign at any time by delivering a written resignation to the Chairperson. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Section 4. Vacancies Any vacancy in an office may be filled by the Board of Directors Section 5. Chairperson The Chairperson of the Corporation shall serve as Chairperson of the Board and Membership meetings, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors. Section 6. Vice-Chairperson The Vice-Chairperson of the Board shall possess the powers and discharge the duties of the Chairperson of the Board in the latter’s absence or disability, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors. Section 7. Secretary It shall be the duty of the Secretary to cause a record to be kept of the corporate affairs of the Corporation Including all the meetings of the Board of Directors, list of membership and to perform such other duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors. Section 8. Treasurer It shall be the duty of the Treasurer to supervise the financial affairs of the Corporation, to cause a full and accurate record to be kept of same, to provide regular reports to the Board of Directors on the financial status of the Corporation, and to perform such other duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors. These records should be audited periodically at the direction of the Board. ARTICLES VII: COMMITTEES Section 1. Designation The Board of Directors may, by resolution adopted by a majority of the whole Board designate an Executive Committee and other such committees, task forces, work groups, etc. as it deems appropriate and necessary. Section 2. Executive Committee The Executive Committee shall consist of the officers of the Board of Directors. The Chairperson shall serve as Chairperson of the Executive Committee. Section 3. Auction An Auction Chairperson may serve at the pleasure of the Board of Directors, the Auction Chairperson shall exercise general and active management of the business of the Arts Alive Auction and shall report to and advise the Board of Directors on all significant matters relating to the auction and shall see that all orders and resolutions of the Board of Directors are put into effect. Section 4. Additional Committees, Task Forces, Work Groups and others The Board of Directors may from time to time establish other committees, task forces, work groups, etc. which shall have such duties, and the members of which shall hold office for such periods, as the Board of Directors may from time to time determine: provided, that no committee shall have any power of authority which could not be exercised by the Executive Committee. The rules of procedure of such committees shall be determined from time to time by the Board of Directors, or if authorized by the Board of Directors, by the respective committees, task forces, work groups, etc. any such committee, task force, work group may be abolished or any member thereof removed with or without cause, at any time by the Board of Directors. Section 5. Vacancies A vacancy occurring n any committee may be filled by the Board of Directors Section 6. Communication Meetings Procedure: Reasonable verbal notice, including time and place, of all committee meetings shall be given by the Committee Chairperson to the members thereof. Section 7. Quorum; Majority Vote At meetings of any committee, a majority of the number of members appointed by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at the meeting of any committee, the embers present may adjourn the meeting from time to time, without notice other than an announcement at the meeting until a quorum is present. ARTICLE VIII: MISCELLANEOUS Section 1. Indemnification The Corporation will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of , conduct of such person in his or her capacity as a Director, Officer, or Employee (except in cases involving willful misconduct). The Corporation will have the power to purchase or procure insurance for such purposes. Section 2. Contracts and Loans The Board of Directors may authorize any Officer or Officers, Agent or Agents of the Corporation, in addition to the Officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the Corporation. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts and Loans All checks, drafts and other order or payment of funds will be signed by such Officers or such other persons as the Board of Directors may from time to time designate. At least two members of the Executive Committee as designated by the Board should be authorized to sign checks, drafts and payment orders. Section 4. Records The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceeding of its members, Board of Directors, and Committees having any of the authority of the Board of Directors: and it will keep a the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member at any reasonable time with prior notice. Section 5. Fiscal Year The Fiscal Year of the Corporation shall begin on January of each year and shall end on December 31. Section 6. Conflict of Interest No member, director or Officer of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contact for furnishing service or supplies to it, unless (a) such contract shall be authorized by an absolute majority of Directors present and voting at a meting at which the presence of such Director is not necessary for such authorization, (b) the facts and nature of such interest shall have been fully disclosed or shown to members of the Board of Directors present at the meeting at which such contract is so authorized, and (c) any interested Director has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest. Section 7. Non-discrimination The Members, Officers, directors, Committee Members, Employees, and persons served by this Corporation shall be selected entirely on a non-discriminatory basis with respect to age, sex, race, religion, national origin or physical disability. AMENDMENT OF BY-LAWS Section1. Except as otherwise provided herein, these by-laws may be altered, amended or repealed, and new by-laws may be adopted by two-thirds (2/3) vote of the Directors present at any regular meeting, a quorum being assembled, provide that written notice of such meeting, setting forth in detail the proposed by-laws, be given not less than ten (10) days prior to such meeting. These by-laws may be altered, amended or repealed, and new by-laws may be adopted by majority vote of the members present at a regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detain the proposed by-laws revisions, be given not less than ten (10) days prior to such meeting. Section 2. The Board of Directors may amend these by-laws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice or at least ten (10) days, Any number of amendments or an entire revision of the by-laws may be submitted and voted upon at a single meeting of the Board of Directors. Section 3. Upon the dissolution of the Corporation and after the payment or provision for payment of all the liabilities of the Corporation, the Board of Directors will dispose of all of the assets of the Corporation exclusively for ht purposes of the Corporation of two organizations that are then qualified as tax-exempt organizations under section 501 (e) 3 of the internal Revenue Code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the Corporation is located. Section 4. In situations not covered by these by-laws, Robert’s Rules of Order, current edition, shall prevail.