Edmond Art Association

Constitution & By-Laws

Revised and Updated November 2015

 

ARTICLE I—NAME

 

Section 1.  The name of the association shall be the Edmond Art Association.

 

ARTICLE II--PURPOSE

 

Section 1.  The purpose of the Edmond Art Association shall be to promote awareness of the visual fine arts and fine art designs, and to aid artists in their endeavors in whatever way the Board of Directors may decide.

 

ARTICLE III—MEMBERSHIP

 

Section 1.  Membership shall be composed of those people interested in the visual fine arts and designs.

 

Section 2.  Member shall be entitled to attend all program meetings of the EAA and participate in all general art exhibitions sponsored by the Association.  They shall be granted all rights and privileges determined by the elected Board of Directors.

 

Section 3.  Members may attend all Board of Directors meetings.  Any member wishing to bring a matter before the Board may make such request in writing to the President at least one week prior to the next scheduled meeting of the Board of Directors.  Members not elected to the Board may not discuss or vote on matters before the Board.  

 

Section 4.  Persons who have not paid their dues by January 31st shall no longer be entitled to the rights and privileges of the EAA.  However, all rights and privileges shall be restored upon receipt of said dues.  Dues are as follows:  $30 Individual, $40 Family, $50 Business, $50 Institution, $15 Student.

 

ARTICLE IV--BOARD OF DIRECTORS

 

Section 1:  The Board of Directors shall consist of the current slate of Officers, the President from the preceding term (if he/she is willing to serve and is not a member of the Board by holding another board position), one member-at-large, and all Committee Heads provided in Article VII.  If a person holds more than one position, he/she is only entitled to one vote, regardless of the number of positions he/she holds.  All members of the Board of Directors are required to pay membership dues prior to assuming office in January.

 

Section 2.  The business management and affairs of the Association shall be under the direction and control of the Board of Directors.  The officers and Board of Directors shall have authority to authorize agreements, incur liabilities, expend funds, and attend to such other matters connected with the conduct of the Association.

 

Section 3.  There shall be regularly scheduled meetings of the Board of Directors, the time, date & location of which shall be at the convenience of the Board of Directors.

 

Section 4.  Any Director who for any reason fails to perform his/her function as a Director or for just cause may be removed from office by a majority vote of those members present at any duly convened Program meeting.  (see Article V, Section 3)

 

Section 5.  Any Director who fails to carry out the duties of the office, or fails to attend Board meetings without just cause may, at the discretion of the Directors, be removed from office by a majority vote of the Board of Directors present at any duly convened meeting of the Board of Directors. (See Article IV, Section 4)

 

Section 6.  Any vacancies of the board of Directors shall be filled by a majority vote of the remaining Directors present at any scheduled meeting of the Board of Directors.  Any interim elections shall be only for the unexpired term.

 

Section 7.  Five Directors shall constitute a quorum capable of transacting any business that may come before a meeting of the Board of directors.  If a quorum is not present, the Board members present cannot take any action other than to adjourn the meeting and to establish a date for the next Board of Directors meeting.  However, any member of the Board of Directors may be included in a meeting by phone, computer, etc. if they cannot be present and therefore to be counted as part of a quorum and vote as if he/she were present.

 

Section 8.  Each September, the Board of Directors shall appoint a nominating committee consisting of the President, two members of the current Board of Directors and two members from the membership at large who shall present a slate of officers and committee chairs to be voted on at the member meeting in October.

 

ARTICLE V-OFFICERS

 

Section 1.  Officers of the Association shall be President, Vice President, Secretary and Treasurer, who shall serve for a one year term with a limit of four consecutive terms in each office.  The office of Treasurer or Secretary may be combined with any of the other offices on a temporary basis if the position cannot be filled.

 

Section 2.  The President, Vice-President, Secretary and Treasurer shall be presented to the Association by a nominating committee at the October meeting to be voted on by the members.  Nominations from the floor shall also be considered.  (See Article IV, Section 8)

 

Section 3.  Any officer may be removed from office by a majority vote of those members present at any duly convened program meeting.  (See Article IV, Section 4)

 

Section 4.  The Vice-President shall fill a vacancy in the office of the President for the unexpired term.  A new Vice-President shall be elected by a majority of the members present at a scheduled meeting of the Board of Directors.  Any election shall be for the duration of the current term.  (See Article IV, Section 6 and Article VI, Section 2a)

 

Section 5.  Any vacancy other than the President shall be filled by a majority vote of the members present at a scheduled meeting of the Board of Directors.  Any election shall be for the duration of the current term.

 

Section 6.  Annual election of officers shall be held at the October meeting. New officers will assume responsibilities on January 1.  An oral notice by the President shall be given at the September meeting of the coming election.

 

ARTICLE VI-DUTIES OF OFFICERS

 

Section 1.  President:  The President shall preside at all regular meetings of the Association, at all board meetings, and shall at every program meeting keep members informed concerning major decisions or actions taken by the Board at the last previous board meeting.  The President shall be actively involved and knowledgeable in the total workings of all offices and committees.  The President shall give an oral notice at the September members meeting of the upcoming election and formation of the nominating committee.

 

Section 2.  Vice-President:  the Vice-President shall carry on the duties of the President if for any reason the President is unable to perform the duties, having the same authority as the President.   If the office of President is permanently vacated for any reason, the Vice-President shall become the President for the unexpired term of the election and a new Vice-President shall be elected by the Board of Directors.  (Article V Sec 4)  The Vice-President is responsible for knowing the location and condition of all physical assets.

 

Section 3.  Secretary:  The Secretary shall keep minutes of all meetings and send out notices, Press Releases, etc.  The Secretary shall arrange for someone to photograph & record activities and events of the Association. He/she shall oversee all publicity involving the Association including but not limited to program meetings, Shows, Workshops and other Events.

 

Section 4.  Treasurer:  The Treasurer shall receive all money and deposit it in the bank.  He/she shall pay out money when given authority by Board of directors, President or Vice-President.  There shall be three authorized signatures:  President, Vice-President and Treasurer, only one shall be required on each check.  He/she shall keep books and update the Board of Directors at each meeting of any significant changes in the financial position of the Association.  Prepare a Profit and Loss Statement for each event and fundraiser if deemed necessary by the Board of Directors and present such reports to the Board of Directors.  If the Board shall feel that a special financial report should be given at any time, the Treasurer shall also give that report.  An audit of the books should be conducted by the incoming and outgoing Treasurer.  The Treasurer shall file any required government forms in a timely manner, maintain records of membership and provide the Board of Directors up to date information.  The Treasurer shall also prepare sign in sheets for all member meetings and collect fees from non-members who attend meetings.

 

ARTICLE VII-COMMITTEES

 

Section 1.  The Board of Directors shall create short-term committees as necessary, which shall be approved by a majority vote of the directors present at a regular meeting of the Board of Directors.

 

Section 2.  The Standing committee Chairs shall be presented to the Association by a nominating committee at the October meeting and are to be voted on by members .  Nominations from the floor shall also be considered. (See Article IV, Section 8)

 

Section 3.  Any Standing committee Chair may be removed from office by a majority vote of those members present at any duly convened Board of Directors meeting.  (See Article IV, Section 4)

 

Section 4.  Standing Committees:  Standing Committees shall be chaired by persons elected to said position by general membership for a term of one year with no limit on number of terms served.  Standing Committee Chairs shall consist of:

 

1. Show chair (combines Spring & Fall Show Chair

2. Program Chair

3. Web Site & Social Media Chair (Includes Publicity Chair, & adds Social Media)

4. Exhibition Chair

5. Newsletter Chair

6. Historian Chair

 

ARTICLE VIII—DUTIES OF COMMITTEE CHAIR

 

Section 1.  Show Chair:  Organize committee to oversee and execute jobs associated with the shows including booking a judge, producing prospectus, arranging awards, mailings, registration, set-up/breakdown, and check-in at location,  artist packets, evaluations, and any other job deemed necessary for the smooth operation and execution of the show, obtain necessary permits from city or state government offices and ensure that any requirements are met by the organization.  In the case of Sales Tax, all paperwork and money should be turned over to the Treasurer by no later than 1 week after the show date.

 

Section 2.  Program Chair:  Organize committee to arrange and book quality lectures, and demonstrations by professional artists, photographers, museum directors, or gallery owners for the program meetings.  Make any necessary arrangements for “off-site” program meetings.

 

Section 3.  Historian Chair:  Organize committee to photograph and record activities and events of the Association and preserve the archives of the association

 

Section 4.  Newsletter Chair:  Organize committee to prepare & e-mail the monthly newsletter (excluding the months of June, July, August, and December)  Deliver printed copies to the library in Edmond, etc. with Board of Directors approval.

 

Section 5.  Exhibition Chair:  Organize committee to oversee and locate potential places to display members' art such as hospitals, banks, art galleries, etc.

 

Section 6.  Web Site/Social Media Chair:  Organize committee to oversee the updating of information and publishing of members' art onto the EAA web site and posts to Social Media and other publicity for the organization.

 

ARTICLE IX—BY-LAWS

 

Section 1.  These By-Laws may be altered, amended or new By-Laws may be adopted by two-thirds vote of the Board of Directors present at a duly convened meeting of the Board of Directors, whenever, in their judgment, they may consider such changes as beneficial to the operations of the Association.

 

Section 2.  Any changes in the By-Laws adopted by the Board will be presented to and voted on by the members at the next regularly scheduled program meeting.

 

Section 3.  Any membership fee increases must be adopted by the Board no later than October for the following year's dues.

 

ARTICLE X—DISSOLUTION

 

Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.