BY-LAWS
ALLIED ARTISTS OF JOHNSTOWN, PENNSYLVANIA, INC.
Amended 2010
TABLE OF CONTENTS
Article I – Name and Purpose
Article II – Offices
Article III – Membership
Article IV – Meetings of Members
Article V – Executive Board
Article VI – Executive Board Officers
Article VII – Committees
Article VIII – Contracts, Checks, Deposits and Funds
Article IX – Fiscal Year
Article X – Books and Records
Article XI - Dues
Article XII – Corporate Seal
Article XIII – Waiver of Notice
Article XIV – Amendments to By-Laws
ARTICLE I
Section 1. Name The name of this corporation shall be ALLIED ARTISTS OF JOHNSTOWN, PENNSYLVANIA, INC.
Section 2. Purpose a. The organization is organized exclusively for charitable, religious, educational and/or scientific purposes under section 501c (3) of the Internal Revenue Code.
b. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay
reasonable compensation for services rendered, and to
make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise
attempting to influence legislation and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt
from federal income tax under section 501c (3) of the
Internal Revenue Code or corresponding section of any future federal tax code, or (b) by an organization,
contributions to which are deductible under section 170c
(2) of the Internal Revenue Code, or corresponding
section of any future federal tax code.
c. Upon the dissolution of the organization, assets shall be
distributed for one or more exempt purposes within the meaning of section 501c (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a
state or local government, for a public purpose.
ARTICLE II
OFFICES
Section 1. Offices The principle office of the corporation in the state of Pennsylvania shall be located in the city of Johnstown, county of Cambria. The corporation may have such other offices as the Executive Board may determine or as the affairs of the corporation may require from time to time.
ARTICLE lll
MEMBERSHIP
Section 1. Eligibility Any person of good moral character, eighteen (18) years of age or older, shall be eligible for membership, regardless of race, creed, color or national origin.
Section 2. Classes of Members All members of the corporation shall be
considered full members and shall enjoy all the privileges of the corporation, including the right to vote and hold office. In
addition, a life membership may be conferred upon any
member of the Allied Artists who has remained a dues
paying member for fifty years. Such members shall be
exempt from the payment of annual dues.
Section 3. New Members New members shall be accepted by entering two or
more art works during RECEIVING for any current exhibit
(except the Summer Show), and paying the entry fee in
addition to a membership fee for the current year. The
juror’s decision is final and if at least one piece of art work
entered is accepted, the artist is accepted into membership.
If none of the art works are accepted, the membership
fee will be refunded.
Section 4. Dues Delinquency A member who has been delinquent in payment of
dues and dropped from membership (has not paid dues for
at least one full year) may be re-instated. However, they will
be subject to the same procedure that applies to new
members as stated in Section 3 above (New Members).
Section 5. Voting Rights Each full and life member shall be entitled to one (1)
vote on each matter submitted to the vote of the members.
Section 6. Termination of Membership The Executive Board, by an affirmative
vote of two thirds of all members of the Board, may suspend
or expel a member for cause after an appropriate hearing,
and may, by a majority vote of those present at any
regularly constituted meeting, terminate the membership of
any member who becomes ineligible for membership, or
may suspend or expel any member who shall be in default
in the payment of dues for the period in Article Xl of these
By-Laws.
Section 7. Resignation Any member may choose to resign by filing a written
resignation with the Recording Secretary, but such
resignation shall not relieve the member of obligation to pay
any dues, assessments or other charges previously
accrued and unpaid.
Section 8. Reinstatement Upon signed and written request by a former member,
and filed with the Recording Secretary, the Executive Board
may, by the affirmative vote of two thirds of the members of
the Board, reinstate such former member to membership
upon such terms as the Executive Board may deem
appropriate (See Article Xl).
Section 9. Transfer of Membership Membership in this corporation is not
transferable or assignable.
ARTICLE lV
MEETINGS OF MEMBERS
Section 1. Annual Meeting An annual meeting of the members shall be held in
January at a date and hour set by the President, for
purposes of electing board officers and appointing
chairpersons. (herein after, along with the Executive Board,
any appointed chairpersons shall collectively be referred to
as the “Executive Committee”), for the presentation of year-
end reports, and for the transactions of other such business
as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the state of
Pennsylvania, such meeting shall be held on the next
succeeding business day. If the election of officers shall not
be held on the day designated herein for any annual
meeting, or at any adjournment thereof, the Executive Board
shall call a special meeting of the members as soon as
convenient. A slate of officers and chairpersons will be
distributed to the membership at least thirty (30) days prior
to the designated annual meeting date for the members’
approval.
Section 2. Meetings Prior to the annual meeting, the selection of the Nominating Committee shall take place in November. General meetings shall be held during each year at the request of the Executive Board.
Section 3. Special Meetings Special meetings of the members may be called by the President, Executive Board or not less than one-tenth of the members.
Section 4. Notice of Meetings Written notice stating the place, day and hour of
any meeting of members shall be delivered either by mail or
electronically to each member entitled to vote at such
meeting, not less than ten (10) days nor more than thirty
(30) days before the date of such meeting, by, or at the
direction of the President, Corresponding Secretary, or the
officers or chairpersons of the committee calling the
meeting. The purpose of the meeting shall be stated in the
notice.
Section 5. Quorum A quorum for the purpose of holding any meeting of the
members shall be defined as at least half of the Executive
Board members.
Section 6. Proxies At any meeting of members, a member may vote by proxy
executed in writing by the member or his/her duly authorized
representative and filed with the Recording Secretary of the
corporation on or before the start of the meeting at which the
vote is to be cast.
ARTICLE V
EXECUTIVE BOARD
Section 1. General Powers The affairs of the corporation shall be managed by
the Executive Board officers (beforehand referred to as the
Board of Directors).
Section 2. Number, Tenure & Qualifications The number of executive committee
members shall be the board officers of the corporation and
the chairpersons of all standing committees. Each
executive committee member shall hold office until the next
annual meeting of members or until his/her successor shall
have been elected and appointed.
Section 3. Regular Meetings A meeting of the Executive Board shall be held
without other notice than this By-Law immediately following
the annual meeting of members. The Board will provide the
time and place for holding regular monthly meetings for the
purpose of conducting routine business.
Section 4. Special Meetings Special meetings of the Executive Committee may be called by, or at the request of the President or any two Executive Committee members.
Section 5. Notice Notice of any special meeting of the Executive Committee shall be given at least two (2) days before such meeting, to each executive committee member.
Section 6. Quorum The Executive Board shall constitute a quorum for the
transaction of any business at any meeting of the Executive
Committee. (See Quorum, Article lV, Section 5).
Section 7. Manner of Acting The act of a majority of the Executive Board present at a meeting at which a quorum is present, shall be the action taken by the Board, unless the act of the greater number is required by law or these By-Laws.
Section 8. Vacancies Any vacancy occurring in the Executive Committee shall
be filled by the Executive Board. An executive committee
member appointed to fill the vacancy shall be appointed for
the balance of the current year.
ARTICLE Vl
EXECUTIVE BOARD OFFICERS
Section 1. Officers The Executive Board of the corporation shall exist of the
President, Vice President, Recording Secretary,
Corresponding Secretary, Treasurer and Membership
Secretary.
Section 2. Election & Term of Office The Executive Board of the corporation shall
be elected annually by voting members at the annual
meeting from a slate of officers presented by the Nominating
Committee and from nominations from the floor. Each
Executive Board member shall hold office until his/her
successor shall have been duly elected and shall have
qualified.
Section 3. Vacancies A vacancy which may occur in any office because of
death, resignation, removal, disqualification or otherwise,
shall be filled by appointment of the President.
Section 4. President The President shall be the principal executive officer of the
corporation and shall, in general, supervise and control all of
the business and affairs of the corporation. He/She shall
preside at all meetings of the members and Executive
Committee. He/She may sign, with the Recording
Secretary or any other proper officer of the corporation
authorized by the Board, any deeds, mortgages, bonds,
contracts, checks or other instruments which the board has
authorized to be executed, except in cases where the
signing and execution thereof shall be expressly
delegated by the Executive Committee or these By-Laws or
by statute to some other officer or agent of the corporation,
and in general he/she shall perform all duties as may be
prescribed by the board from time totime. He/She shall be
an ex-officio member of all committees except the
Nominating Committee.
Section 5. Vice President In the absence of the President or in the event of
his/her inability, or refusal to act, the Vice President shall
perform the duties of the President, and when so acting,
shall have all the powers of and be subject to the restrictions
of the President. The Vice President shall perform other
such duties as from time to time may be assigned to
him/her by the President or by the Executive Committee.
Section 6. Corresponding Secretary The Corresponding Secretary shall issue
such notices and correspondence as the President shall
direct and shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as
required by law.
Section 7. Recording Secretary The Recording Secretary shall keep all minutes
of the meetings of the members and of the Executive
Committee in one or more books provided for that purpose,
and be custodian of the corporate records.
Section 8. Membership Secretary The Membership Secretary shall keep an
updated record of the personal contact information of each
member, and in general perform all duties incident to the
office appointed to, and such other duties as from time to
time may be assigned to him/her by the President or the
Executive Committee. The Membership Secretary shall also
assume the responsibility of keeping a record of payment of
dues and provide proof of membership to the members by
means of annually distributing membership cards.
Section 9. Treasurer The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the corporation.
He/She shall receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and
deposit all such monies in the name of the corporation
in such banks, trust companies or other depositories as
shall be selected by resolution of the Executive Committee.
If required by the Executive Committee, the Treasurer shall
give a bond of the faithful discharge of his/her duties in such
sum and with such surety as the Executive Committee shall
determine, and in general perform all the duties incident
to the office held and such other duties as from time to time
may be assigned to him/her by the President or the
Executive Committee.
ARTICLE VII
COMMITTEES
Section 1. Standing Committees The Executive Board shall appoint the
chairpersons of all standing committees. The Executive
Board shall also appoint the chairperson of the Nominating
Committee. The Nominating Committee shall consist of five
(5) members, three (3) from the general membership and two
(2) from the Board. The appointed chairperson shall be
responsible selecting the remaining committee members,
with approval of the Executive Board.
Section 2. Other Committees Other committees may be designated as
necessary by the Executive Board.
Section 3. Terms of Office Each member of a committee shall continue as such
until the next annual meeting of the corporation and until
his/her successor is appointed, unless, at the request of the
President, Executive Committee or Nominating Committee
he/she is invited to continue as such.
Section 4. Chairpersons One (1) member of each committee shall be designated
by the Executive Committee as chairperson of his/her
respective committee and thereafter shall sit as a member of
the Executive Committee.
Section 5. Projects All projects of all committees must be first approved by the
Executive Committee before execution thereof.
Section 6. Rules Each committee may adopt appropriate rules for its own
government not inconsistent with these By-Laws or with
rules adopted by the Executive Board.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts The Executive Board 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 in
nature or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of
money, notes, or other evidences of indebtedness issued in
the name of the corporation, shall be signed by the officer or
officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by the
Executive Board. Such instruments shall also be signed by
the Treasurer, and when necessary, countersigned by the
President or Vice-President of the corporation.
Section 3. Deposits All funds of the corporation shall be deposited from time to
time to the credit of the corporation in such banks, trust
companies or other depositories as the Executive Board
may select.
Section 4. Gifts The Executive Board may accept on behalf of the corporation
any contribution, gift, bequest or device for the general
purpose of, or for any special purpose of the corporation.
ARTICLE IX
FISCAL YEAR
Section 1. Fiscal Year The fiscal year of the corporation shall begin July 1 and end
on June 30 of each year.
ARTICLE X
BOOKS AND RECORDS
Section 1. Books & Records The corporation shall keep correct and complete
records of accounts and shall keep minutes of the
proceedings of its members, Executive Board and
committees, and shall keep a record giving the names,
addresses and pertinent contact information of the members
entitled to a vote. All books and records of the corporation
may be inspected by any member, or his/her agent or
attorney for any appropriate purpose at any reasonable time.
ARTICLE XI
DUES
Section 1. Annual Dues The Executive Board may determine from time to time
the amount of entry fee and membership dues payable to the
corporation by members.
Section 2. Payment of Dues Dues shall be payable in January of each calendar
year. If dues are not paid by March 31 following January 1 of
each year, an additional fee shall be charged for those
members who have been remiss in paying on a timely basis.
The additional fee amount shall be determined by the
Executive Board and be made known to the general
membership beforehand.
Section 3. Default & Termination When any member is delinquent in the
payment of dues for twelve (12) months from the beginning of
each calendar year or period for which such dues became
payable, his/her membership will be terminated. If dues have
not been paid as stated herein, and a member wishes to pay
his/her dues in the next calendar year, they will be
considered a new member and subject to the terms set forth
in Article III, Section 3, (New Members).
ARTICLE XII
CORPORATE SEAL
Section 1. Corporate Seal The Executive Board shall provide a corporate
seal, which shall be in the form of a circle and shall have
inscribed thereupon the name of the corporation and the
words “Corporate Seal”.
ARTICLE XIII
WAIVER OF NOTICE
Section 1. Waiver of Notice Whenever any notice is required to be given under
the provisions of the “Non-Profit Corporation Law” Act of
May 5, 1933, P.L. 289, as amended, or under the provisions
of the articles of incorporation or the By-Laws of the
corporation, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XIV
AMENDMENTS TO BY-LAWS
Section 1. Amendments to By-Laws These By-Laws may be altered, amended
or repealed by a two-thirds vote of the Executive Board and
by a two-thirds vote of the voting membership at any regular
or special meeting, or by means of alternate communication
to inform and collect the vote. Members will have thirty (30)
days to cast their vote. All undeclared votes will be
considered an affirmative vote.
SHOW GUIDELINES:
Exhibiting of Works: Any art work which has been previously accepted and displayed in any Allied Artists of Johnstown, Inc. exhibit cannot be entered and shown again. However, the piece may be exhibited in any shows outside of Cambria County. Also, no works done under instruction or ‘study of’ or utilizing copyrighted works or images, are permitted. These guidelines have been established to encourage the creation and continued production of fresh and original works of art. In addition, if any particular work of art was previously entered but not accepted to be displayed in an exhibit, it may be resubmitted for consideration in another show at any time.
Juror Selection: For any juried exhibit, the chairperson(s) is responsible for selecting and securing the juror. However, the selected juror must be approved by the Executive Committee prior to the final appointment of the said juror. Juror selection and approval should take place at least six weeks before the actual date the judging is to take place.
Selection of Art Work for Exhibiting: For any juried exhibit, the art work selected to be displayed is solely the decision of the juror. In addition, he/she will ultimately decide who will be accepted as a new member of Allied Artists, by choosing the individual’s art work for inclusion in the exhibit.
