BY-LAWS of the miami arts and humanities council
The name of this non-profit corporation is “The Miami Arts and Humanities Council” (The Council.)
The principal address of the Council is P.O. Box 1311, Miami, Oklahoma, 74355.
The Council is a cultural and education agency formed to support, encourage, coordinate, and promote high-energy activities and programs in the arts and humanities in Miami, Oklahoma.
The Council is not formed for pecuniary or financial gain and no part of the assets, income, or profit of the corporation is to be distributed to or financially benefit any director or officer.
Article 4-Membership and Voting
Any person or organization may be a member. A member of the Council may also be called a “patron.” Organizations (including corporations) shall designate a person to speak and vote for them. No person or organization is denied membership on the basis of race, alienage, gender, national origin, age, or disability. Dues, if any, are to be set by a simple majority vote of the Board of Directors and may be changed or abolished by the Board at any time. Current annual membership dues are $25. Council membership coincides with the calendar year.
Each Council member, whether a person or an organization, has one vote at a membership meeting. The President of the Board will preside over the meeting. The majority present at a meeting rules.
The Council will have an Annual Meeting. The Annual Meeting is to be scheduled for January; it may be postponed or rescheduled for a later date, but it must be held by March 1 of that year. Notices shall be sent to all members at least two weeks in advance. Members are presumed to have received the notices if sent. The Board of Directors shall determine the time and date of the meeting and the contents of the notice. The purpose of the meeting is to vote to approve the slate of officers nominated for the Board of Directors; to vote to approve any amendments to the By-Laws; to report on the financial status of the Council; and to inform patrons of the Council’s activities of the past year and its plans for the future.
The Board of Directors may call a Special Meeting of the Council membership for any purpose, giving notice as it does for an Annual Meeting.
Article 5-The Board of Directors
Between Annual Meetings, the Board of Directors is the management of the Council. The Board will consist of at least five (5) but no more than twelve (12) members. To become a Board Member, an individual must submit the Board Member Application and be elected by the Board.
New Board Members must sign the Board Member Agreement.
Terms of service are three (3) years, and will be considered to have started on January 1. Should the need arise, Board of Directors’ terms may be extended. If a new Member assumes the partial term of a resigning Member, they will serve on the Board through the end of that calendar year and then begin their three regular years of service in January. An in-coming board member may be assigned an additional year to their term to even out the number of Board Member term expirations per year. After serving their term, an individual must remain off the Board for a year before being able to serve again. During that year, they may resubmit the Board Member Application.
The Board of Directors has control over officers, employees, and funds. It may establish committees, sub-committees, and task forces. It may hire and fire employees.
The Board of Directors meets monthly on the second Thursday at 4:00 PM CST. It may hold special meetings between regular meetings. Board Members will attend at least 75% of regular Board meetings (9 out of 12) during the year and will attend at least two of the events in that year that are sponsored by the Council through small grants or donations. Board Members will review and sign the Board Member Agreement annually at the first regular meeting of the year. They will volunteer at least twenty hours annually to help plan and/or facilitate Council-sponsored events. These hours will be in addition to time spent at Board meetings. Board Members will track their volunteer hours and submit a record of them annually at the time of the first meeting of the year. Board Members will contribute financially to the Council beyond annual membership dues and will participate in fundraising activities.
A simple majority of Board Members (half the number of Board Members plus one) shall be considered a quorum for the purpose of voting at meetings. The Board shall designate three to four Board Members to serve as signators for the Council’s checking account. Two (2) of these must be Board officers. The Board must approve a resolution listing the names of the signators, which shall be sent to the bank, and signators must sign a card at the bank.
If the Board wishes, it may appoint officers to be an Executive Council to carry out its business between meetings. The duties of the officers shall be as directed by the Board. If the Board appoints an Executive Council it shall consist of at least four members, who may be called the
President, Vice President, Secretary, and Treasurer. The Executive Council shall have all the powers of the Board except nominating new directors and filling vacancies. If the Board delegates check signing authority to the Executive Council, the signatures of at least two members of the Executive Council shall be necessary.
The Council’s money is to be deposited in the name of The Council. The Board shall set a fiscal or calendar year and arrange for an annual audit by a certified public accountant.
These By-Laws may be amended by the membership at the Annual Meeting. The notice of the meeting must include a general description of the proposed changes. Changes may be submitted by any members of the Board, who will then submit them to the members. The Board, staff, officers, and Executive Council may all submit changes. The Board of Directors may amend the By-Laws, and any further proposed changes shall be brought before the membership for a vote at the next Annual Meeting.