BY-LAWS
of
THE OTTAWA COUNTY ARTS AND HUMANITIES COUNCIL, INC
Article 1-Name
The name of this non-profit corporation is “The Ottawa County Arts and Humanities Council, Inc.”
Article 2-Address
The principal address of the Council is P.O. Box 1311, Miami, Oklahoma 74355.
Article 3-Purpose
The Council is a cultural and education agency formed to support, encourage, coordinate, and promote interactive activities and programs in the arts and humanities in Ottawa County, Oklahoma.
The Council is not formed for pecuniary or financial gain. No part of the assets or income 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, national origin, gender, 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. Annual membership dues for individuals and businesses are set by the Board during the annual meeting.
Each Council member, whether a person or an organization, has one vote at a membership meeting. The President will preside over the meeting. If the President is unable to attend, the Secretary will preside in their stead. The majority present at a meeting rules.
The Council will have an annual meeting. The annual meeting is to be scheduled for June; it must be held by June 31 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 purposes of the meeting are to vote to approve the slate of officers nominated for the Board of Directors for the coming fiscal year, 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 fiscal 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 fifteen (15) members. To become a Board member, an individual must submit the Board Member Application and be elected by the current Board. New Board members must sign the Board Member Agreement.
Board members shall be elected only from among those persons who are residents of Ottawa County, Oklahoma, or who own a business in Ottawa County, and who are annual members of the Ottawa County Arts and Humanities Council. The current President of the Council will appoint a nominating committee from the membership for an election that will be held in June of each year. The term of service for board members shall be three years. Executive Committee members shall serve a term of one year. Each year, following elections held in June, newly elected Executive Committee members shall commence their terms on July 1. Should the need arise, the Board of Directors’ term may be extended by a majority vote of the Board. If any position becomes vacant before the expiration of the term, the vacancy shall be filled by an appointment of the President, with the advice and consent of the Executive Committee (the officers) and confirmed by the Board of Directors to serve in the vacant position for the balance of the unexpired term.
A simple majority of Board Members shall be considered a quorum to vote at meetings. The Board shall designate three to four Board Members to serve as signators for the Council’s financial account(s). Two (2) of these must be Board officers. The Board must approve a resolution listing the names of the signatories, which shall be sent to the bank, and the signatories must sign a card at the bank. The Board has control over officers and funds. It may establish committees, subcommittees, and task forces.
Standing committees of the Board shall be as follows:
- Budget Committee
- Event Committee
- Fund-raising Committee
- Scholarships and Grants Committee
The Board will meet monthly at a date and time established by the Board. The Board may hold special meetings between regular meetings. By signing the Board Members Agreement, Board members agree to the following provisions:
- Three (3) consecutive or non-consecutive absences from a regular board meeting during the fiscal year will result in that member’s name being removed from consideration for re-nomination to the Board for the following fiscal year. The member may appeal that decision to the Executive Committee for extenuating circumstances.
- A board member will volunteer at least twenty (20) hours annually to help plan, facilitate, and/or participate in Council-sponsored events. These hours will be in addition to time spent at board meetings. Active participation by each board member is essential for the accomplishment of the board’s mission and goals. Different members will bring different skills to the table, so each member will understandably offer particular abilities in the course of a year’s activities.
Article 6-Officers
The officers shall include a President, Treasurer, and a Secretary. The officers shall constitute an Executive Committee to carry out the business of the Council between meetings. The Executive Committee will serve as an official communication and decision-making bridge between themselves and other members of the Board, in order to ensure quality management. The responsibilities of the Executive Committee will be as follows:
- To be involved in strategic planning for Board meetings, to provide direction for the board, and to prioritize meeting agendas.
- To ensure good governance practices and to report on such matters to the Board.
- To ensure that fiduciary responsibilities are being adhered to.
- To make decisions for time-sensitive items and to determine which items require the attention of the full Board.
- To bring before the Board any decision that is not covered in the budget or previous meeting minutes.
Article 7-Money
The Council’s money is to be deposited in the name of The Council. The Board shall set a fiscal year and arrange for an annual audit by a certified public accountant. Article 8-Amendments 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, officers, and Executive Committee may all submit changes. Any proposed changes shall be brought before the membership for a vote at the next annual meeting.
These By-Laws were approved as amended by the members of The Ottawa County Arts and Humanities Council Inc. at its annual meeting on the 13th day of March, 2025.