Atchison Art Association Bylaws


Article 1: Authority.1.1 Founding.  The Atchison Art Association (AAA) was founded in 1966 as a not for profit corporation with the following purposes: To advance and support the arts and appreciation of the arts in our community: To promote education of the arts.
1.2 Incorporation.  Incorporated according to the Statutes of Kansas as a not for profit corporation on January 25, 1966.
1.3 Name.  The name of the corporation for all legal purposes is the Atchison Art Association. 1.4 Principal Office.  The office of the corporation at which the general business of the corporation will be transacted and the records of the corporation shall be kept at 704 North 4th Street, Atchison, Kansas 66002 in the Muchnic Gallery. 1.5 Term.  The term for the existence of the corporation is perpetual.  1.6 Fiscal Year.  The Fiscal year for the corporation shall be from January 1 to December 31. 1.7 Registered Agent.  The corporation shall have and continuously maintain at its principal office an Executive Director to be selected by a Selection Committee appointed by the Board of Directors (Board). 1.8 Records.  The corporation shall keep all records relating to the AAA business at the office located at 704 North 4th Street, including fiscal accounts, programs, policies, and management.  The minutes and proceedings of the governing board, committees and related units and departments shall be kept at the business office.  All records of the corporation may be inspected by any member of the governing board, member’s agent or attorney for any proper purpose during business hours with appropriate advanced approval. 1.9 Seal.  The corporation shall have an official seal/identification to be determined by the Board of Directors. Article 2. MEMBERSHIP2.1 Membership.  The Board of Directors shall issue annual memberships with privileges and classifications to be determined by the Board.  Members of the corporation shall consist of individuals, business and foundations that pay annual dues to the corporation. 2.2 Eligibility.  Membership in the Atchison Art Association shall be open to any person who is interested in the objectives of the association, regardless of race, creed, or national origin. 2.3 Dues. Individuals, business and foundations wishing to become members of the AAA should submit Invest in the Arts, Membership application, to the Atchison Art Association. Upon payment of dues they are considered AAA members.  Membershipsare renewable one (1) year terms.   Membership in the AAA is automatically in inactive status upon non-payment of dues by the anniversary of their previous payment. Members may upgrade their membership at any time duringthe year but their annual renewal date remains the date they first paid 2.4 Voting Rights.  The voting rights of each member of the Atchison Art Association, over the age of 18, shall be on the basis of one vote per membership.   2.5 Revocation. Any member may resign or withdraw from the association as a member by written letter to the Executive Director. The Board of Directors, by affirmative vote of two-thirds of all board members, may suspend or expel any member. Article 3. BOARD MEMBERSHIP NOMINATIONS & ELECTION3.1 Vacancy Notifications.   Notification of Board vacancies will be sent to the membership no less than 2 months before board elections are scheduled and notice of board elections will be made to the general membership no less than 30 days before the election vote is to take place.  AAA members who wish to be considered for board membership will notify the Nominating Committee.
3.2 Nominating Committee.  A Nominating Committee shall be selected by the Board of Directors.  The duties of the Nominating Committee shall be to nominate candidates for election as Directors and Officers of the AAA.  The Nominating Committee will endeavor to assure diversity of representation through comprehensive and objective research. Such research shall be in accordance with studied an updated position descriptions for all functions. 3.3 Nominating Process.  The Nominating Committee may receive names from the general membership, staff, Executive Director, Advisory Council, Standing Committee or community leaders for potential Board of Directors membership.  Such nominations shall be subject to approval of the voting members of the Board as provided for in these Bylaws. 3.4 Nomination of Elected Positions.  All future Directors shall be elected by the general membership.  3.4.1 Qualifications. Only members of the Atchison Art Association may be nominated. Nominees must forward to the Nomination
Committee a written petition of interest prior to the closing of the nomination period. 3.5 Election Committee Selection. The Nominating Committee shall appoint three Election Committee Members who shall referee the conduct of the elections.             3.5.1 Qualifications. Only AAA members may be nominated.   3.5.2 Term. The term of the Election Committee shall expire upon the appointment of the subsequent committee. 3.6 Election Committee Responsibilities.  The Election Committee shall be responsible for timely election process, assure nomination process is carried out in accordance with Article 3.3, disputes, validation, voting procedure, count, record and conduction of election. 3.7 Election Process.  Staff shall not perform any activity or action associated with the election process other than those prescribed by the Bylaws or requested by the Election Committee. 3.8 Voting Procedures.  Voting for the Board of Directors shall be written ballots.  The Chair of the Election Committee shall announce the voting results at the Annual Meeting. Article 4. BOARD OF DIRECTORS4.1 Members. Membership on the Board shall be comprised of the President, Vice-President/President Elect, immediate Past President, Secretary, Treasurer, Finance Committee Chair, Marketing/Volunteer Chair, and two (2) members at large elected by the general membership.   The AAA Executive Director shall be an ex officio non-voting member.             4.1.1 Number.  The Board shall be composed of nine voting AAA members as specified below and drawn from the Advisory Counsel,
​ general membership of      the Atchison Art Association or those in the community who will join the AAA as a condition of holding a
​Board of Directors seat. 4.2 Governance.  The governance and the management of the affairs of the corporation shall be vested in a Board of Directors with term, responsibilities and obligations for policy management of a public trust under the auspices of State statutes, the Articles of Incorporation and appropriate Federal rules and regulations.             4.2.1 Duties include: a. Establishing basic objectives.                  b. Maintain and enforcing corporate papers. c. Hiring, Termination, and formal evaluation of the ED. d. Approving Financial matters e. Safeguarding and approving changes in assets. f. Harmonizing diverse interest of members and Community. g. Perpetuating a sound Board. h. Providing sound planning including, but not limited to annual review, strategic planning, and operation goals of the organization. i. Communicating with the membership, government and community in general. j. Coordinating short term decisions with long range objectives. 4.3 Term.  All future Board of Directors shall be elected by the general membership and Directors shall serve three (3) year terms.  The Board of Directors shall be elected in staggered terms so that there are always three classes of approximately equal size, with the term of each class ending in consecutive years.  To achieve the required consecutive year terms, the initial directors shall be elected for initial terms of one, two or three years, each of which shall be considered one term.  Board of Directors elected after the initial terms shall be elected for a term of three years (3).  4.4 Vacancies.  The Board of Directors may fill any incomplete term at any regular meeting upon recommendation of the Nominating Committee. 4.5 Officers.  The Officers of the corporations shall be the Officers of the Board.  The Officers shall be President, Vice President/President Elect, Secretary, Treasurer and Executive Director. The AAA Executive Director shall be an ex officio, non-voting member. Each Officer, except the Executive Director, shall be regular voting member of the Board of directors.     4.5.1 Duties.  The Officers will assist the Executive Director in setting agendas for regular meetings, and on an ongoing basis to
review progress on association and board business.  The Officers will have all the powers of the Board of Directors except
the encumbrances of property, reversal of previous Board of Director actions or to fiscally obligate the organization.
Additionally: a. President.   The Board President will preside at all meetings of the Board and Executive committee.   The President is responsible for active leadership of the Board in discharging its powers, responsibilities and
obligations.     The President will also serve as the Chair of Events Committee. b. Past President.
Past President will serve in an advisory capacity to the President and the Vice Preside
  The Past President will act as the chair of the Education Committee. c. Vice President/President Elect.  
The VP/President Elect will have all powers and duties of the President during absence, disability or disqualification
of the President. The vice President will serve as the Chair of the Gallery Committee each year to assist the Executive Director in
scheduling art expositions in accordance with the association’s charter and mission statement. d. Secretary. The Secretary will execute all legal matters of the corporation and cause the notices. Prepare, recorded and distribute minutes of all Board meetings and shall certify the accuracy of such documents and
​ records. A notice stating the date, place and time of regular Board of Director meetings shall be issued by the Secretary or
designee at least five (5) days in advance of each meeting. e. Treasurer.   The Treasurer will monitor and report on all financial records of the association including monthly statement of
income and expense, annual budgets, year-end reports and investments.
The treasurer will work with association staff to ensure that monthly, quarterly and annual state and federal reports
are filled in a timely manner. The treasurer has access to all receipts, disbursements, assets and liabilities of the corporation and shall report to the
Board.
4.5.2 Term. The offices of Vice President, Secretary and Treasurer shall be elected each year by the majority vote of the Board of
Directors, and will serve one term, one (1) year.  The office of the President will automatically be filled by the Vice President
​ from the preceding year.             4.5.3 Vacancies.  Officer vacancies shall be filled by the Board of Directors at the first regular meeting after the vacancy occurs.
 4.6 Compensation.  No Board of Director shall receive compensation for services rendered by then..  4.7 Conflict of Interest.  Any member of the Board of Director who has direct or indirect financial or executive interest in any contract or transaction with the corporation must disclose such interest to the Board of Directors.  Said member may not participate in discussions or vote relating to the subject of their interest.
4.8 Termination.
 Any Board of Director member shall be terminated for cause by a vote of two-thirds (⅔) of the voting members of the Board of Directors.
Article 5. MEETINGS5.1 Regular Meetings.  The Board of Directors shall meet no fewer than six (6) times in a calendar year at a timeand place specified at the prior meeting and in the meeting announcement. Meetings will be held at the Muchnic Gallery office and on the third Monday of the month, unless otherwise specified in writing to the Board of Directors. 5.2 Annual Meeting. The Annual meeting of the Atchison Art Association shall be announced in December of each year at a time and place to be determined by the Board of Directors.  In addition to the Board of Directors, the full AAA membership will receive invitations to this meeting at which time:              5.2.1 The Annual report will be made available. 5.2.2 An annual review of policies, Bylaws, corporation activities and goals will be reviewed with the AAA members.   5.3 Special Meetings.  Special meetings shall be called by the President or Vice President any time or by fifty percent (50%) of the BOD.  The notice of such special meetings shall contain a Statement of Purpose for the meeting; no other business shall be transacted at the stated meeting. 5.4 Notice.  A notice stating the date, place and time of regular BOD meetings shall be issued by the Secretary or designee at least five (5) days in advance of each meeting.    5.5 Quorum.  A quorum for the conduct of business shall consist of a majority of the voting members of the Board of Directors.  5.6 Proxy.  Every membership holding voting rights shall be entitled to vote by proxy.  This proxy must be assigned to a specific member or his/her delegate.  No one is allowed to hold the proxy voting rights of more than two (2) other members.  A voting member may hold a maximum of two (2) proxies, plus their own vote.  All proxies shall be in writing and signed and dated.  Proxies are valid for only one (1) meeting. 5.7 Order of Business.  The Executive Committee,consisting of the President, Immediate Past President, Treasurer and Executive Director, shall consult and prepare relevant agendas for Board of Directorsmeetings.  Roberts’ Rule of Order, Revised, will govern procedures of the Board. 5.8 Attendance.  Any Board member who fails to attend three (3) consecutive regular meetings with explanation satisfactory to the Board of Directors shall be considered sufficient cause for termination on the Board.  Said member shall be notified in writing by the President. 5.9 Expenses.  All expenses incurred on behalf of attending and participating in Board of Directors and Committee work are tax deductible.  Reimbursement for such expenses is not tax deductible.
Article 6. ADVISORY COUNCIL & COMMITTEES6.1 Advisory Council. The Board of Directors will conduct ongoing business through the Advisory Council.  The Advisory Council will be comprised of ten (10) to twenty (20) members of the community who are members of the AAA. 6.1.1 Elections. Advisory Council members will be elected from the general membership at any quarterly council meeting.  Committee reports will be made to the Board of Directors at quarterly council meetings or special meetings as needed.  Neither the Board of Directors nor the Executive Committee will act first on matters properly designated to committees except in emergencies. 6.1.2 Meetings. Advisory Council meetings will be scheduled no less than two times per year.  Advisory Council meetings will generally occur following the board meetings on a quarterly basis.  The purpose of the Advisory Council meetings will be for the Standing Committees to have their activities and plans and for the Board to discuss the activities of the association and receive advice from the council where needed.  6.2 Standing Committees. The Standing Committees will develop and recommend specific actions and will consist of the following: a.  Events Committee. To conduct the business of events, including the art fair and Annual Meeting. b.  Gallery Committee.  To plan gallery exhibits and related outreach activities. c.  Finance Committee. To review financial matters for the organization, including fundraising activities; the chair of the finance committee will serve as and ex officio voting member of the board. d.  Nominating Committee. To research and make recommendations for the Board membership annually. e.  Education Committee.  To plan annual art education for the gallery and association f.  Marketing/ Volunteer to assist AAA staff on community relations, recruiting volunteers to assist with association activities and planning for volunteer recognition events.  The chair of the Marketing/Volunteer Committee will
​ serve as an ex officio voting member of the board. 6.2.1 Elections. Standing Committees will be appointed by the Board of Directors annually, by recommendation from the E. Director.     6.2.2Term. Members will serve until their successors are appointed. Committee Chairs can appoint sub-committees for the purpose of
achieving committee goals.  Activities of Standing Committees will be supervised by the Executive Committee on behalf of the Board. 6.3 Duties of Advisory Committee & Standing Committee. All Committee members should be familiar with the mission of the AAA and activities developed to ensure AAA objectives are fulfilled.  Specifically the committee members are expected to: Be familiar with goals and objectives, procedures and programs, staff and facilities of the AAA Monitor progress towards short and long-term objectives, identify issues, trends and forces of interest the Board, and
analyze issues which require Board action. 6.4 Special committees.  The Board of Directors or Executive Director may appoint Special/ad hoc Committees to study and make recommendations to the Board or carry out the business of a special project or service.  The term of such committees will not exceed one year. The chair of Special Committees would be a voting member of the Board.

Article 7. Amendments

7.1 Amendments
. Amendments to the bylaws can be made from time to time by the Board at any regular meeting of the Board, provided that such proposed changes be presented to the voting members at least 30 days prior to action.  A majority of the voting Board members must be present to adopt changes in bylaws.   Article 8. Indemnification  8.1. All Board of Directors and Officers will be indemnified fully by the corporation for any liability, cost of legal counsel and other attendant expenses that result from the Directors or Officers acting within the scope of his/her duties for the Atchison Art Association. Article 9. Executive Director9.1 Executive Director.  The Executive Director sits as an advisor to the Board of Directors and is responsible for day to day administration of the Atchison Art Association office, overall responsibility for ongoing operations of the corporation, programs and management of the Muchnic Gallery as mandated by the Board of Directors.   9.2 Duties.  The Executive Director reports to the Board and has the following responsibilities including but not limited to the following: a.  Work with the Board to develop policies, activities and resources to best serve the needs of all individuals in the community. b.   Supervise all volunteer and paid staff in planning, implementation and evaluation of AAA programs. c.  Plan and develop resource development activities to include earned income, business and individual contributions, grants,
benefits and other funding. d.  Work with other arts agencies to strengthen relationships and further enhance art in the community. e.  Coordinate administration of the Muchnic Gallery, including long-range plans and personnel. f.   Coordinate with administrative assistant, treasurer and regular monitoring of the annual budget, monthly reports and audits. g.  Maintain communication with the Muchnic Foundation regarding gallery and AAA activities. h.   Carry out public relations activities and marketing efforts within the local community as well as the region i.   Develop and administer at education program and outreach activities for the Gallery.  9.3 Term.  The Executive Director serves at the pleasure of the Board of Directors.