Outer Banks Forum for the Lively Arts By-Laws

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BY-LAWS OF

 THE OUTER BANKS FORUM FOR THE LIVELY ARTS, INC.

 Amended   10 February 2014

 

ARTICLE I.     NAME

 

Section 1.    The Name of this Association is The Outer Banks Forum for the Lively Arts, Inc., (hereinafter called the Forum).  The Forum is a non-stock, non-profit 501(c)(3) corporation organized under the provisions of Chapter 55A of the General Statutes of North Carolina, as amended, entitled “Non-Profit Corporation Act.”

 

Section 2.    The Forum is funded annually through subscriptions, business sponsorships, individual donations, grants, and door admissions.

 

ARTICLE II.   MISSION STATEMENT

 

The mission of the Outer Banks Forum for the Lively Arts, Inc., is to promote the appreciation of and involvement in the performing arts on the Outer Banks and in nearby areas through the presentation of an annual affordable series of concerts by diverse artists, integrated with activities of other community organizations.

 

The Forum strongly supports racial and cultural inclusion, provides opportunities for youth to participate in the arts, and encourages arts education in the community.  The Forum complies with ADA accessibility requirements and considers other special needs of its audience to the extent possible within the physical constraints of its venue.

 

ARTICLE III.  MEMBERSHIP

 

Section 1.       Fees. Any person who pays the annual, non-refundable subscription fee as prescribed by the Board of Directors shall be a member of the Forum.  The Forum shall issue a season ticket as certificate of membership.

 

Section 2.       Voting. Each member shall have an equal voice and be entitled to one vote on each matter brought before an annual or special general meeting.

ARTICLE IV.  BOARD of DIRECTORS

Section 1.       Number and Qualifications.  The Forum shall have a Board of thirteen (13) Directors (hereinafter referred to as the Board) consisting of five (5) elected Officers and eight (8) elected Directors.  All Directors shall be voting members of the Board and members of the Forum.  The elected Officers shall be a President, Vice President for Operations, Vice President for Programs, Secretary, and Treasurer.  The Directors, not elected to serve as Officers, shall be responsible for the following:  Education and Grants, Hospitality, Marketing, Membership, Planning and External Relations, Sponsor Relations, Technology and Operations, and Volunteers.

 

Section 2.       Election of the Board.  Officers and Directors shall be elected at the Annual Meeting.  The Vice President for Operations, Secretary, Treasurer, and four (4) Directors (Education and Grants, Marketing, Planning and External Relations and Volunteers) shall be elected in odd-numbered years to serve two-year terms.  The President, Vice President for Programs, and four (4) Directors (Hospitality, Membership, Technology and Operations, and Sponsor Relations) shall be elected in even-numbered years to serve two-year terms.  A plurality of the votes cast at the Annual Meeting shall elect the Board.  New Officers and Directors take office at the conclusion of the Annual Meeting and shall serve until their successors are duly elected and qualified.

 

Section 3.       Nominations.  The Nominating Committee shall present to the Board, prior to the Annual Meeting, a slate of proposed nominees for all Board vacancies.  A prospective Board member shall be advised of the position to be filled, responsibilities entailed, and length of the term of office.  He or she shall agree to run.

 

Section 4.       Meetings.  The Board shall hold regular and special meetings.

  1. Regular.  Notice of the time and place of regular meetings shall be delivered by the Secretary or the President to each Board member by verbal or written notice at least 48 hours before a meeting.
  2. Special.  The President or two (2) other Board members may call for a special meeting to be held.  Written notice will be sent at least 72 hours prior to the meeting and will include the purpose for said meeting.

 

Section 5.       Quorum.  A quorum shall consist of a majority of the Board members.

 

Section 6.       Majority Action between Meetings.  Should Board action be necessary between meetings, the President, or in the President’s absence the Vice President for Operations, may poll the Board for a majority decision.  Written consent to the action in question shall be signed by all Board members approving the action and filed with the minutes of the Board, whether done before or after the action is taken.  Copies of any majority action shall be mailed to all Directors within seven (7) days following such action.

 

Section 7.       Vacancies.

  1. Board of Directors. Should a Board member resign or otherwise depart from the Board (with the exception of the succession for the Office of President noted in Sec. 7(b) below) the President, with prior approval of the Board, shall select a member of the Forum to serve until the next Annual Meeting when the membership shall elect a replacement to serve any remaining unexpired term.

 

  1. President. In the event of resignation, disability or death of the President, the Vice President for Operations will assume the Office of President until the next annual meeting when a new President shall be elected.

 

Section 8.       Removal from Office.  For good cause shown, but only after the opportunity to be heard, a Board member may be removed by vote of a simple majority of the Board.  The Board member concerned may appeal the decision of the Board to the Forum’s membership at the next Annual Meeting.

 

ARTICLE V.   DUTIES OF BOARD OF DIRECTORS

 

Section 1.       Management.

  1. General. The Board shall have general management and control of the business, property, and affairs of the Forum and may exercise all powers with regard thereto, including the allocation of available funds.  Decisions of the Board regarding all matters not subject to vote by the membership shall be final.
  2. Contracts. The Board may enter into contracts for programs, labor, and/or materials and/or equipment germane to the operation of the Forum.  Such contracts, to be legal, shall be signed by two Officers of the Board.

 

Section 2.       Employees. The Board shall have the power to hire an employee, define his or her duties, and fix his or her compensation pursuant to a contract with the Forum.

 

Section 3.       Insurance and Bonds.  The Board is authorized to purchase and maintain insurance, as appropriate.  

 

Section 4.       Primary Duties

 

  1. President.  The President shall serve as Chief Executive Officer, leading the board and representing the Forum externally.

 

b.  Vice President for Operations.  The Vice President for Operations assists the President and serves as Acting President in his/her absence.

 

c.  Vice President for Programs.  The Vice President for Programs manages the identification, evaluation and selection of performing talent for Board approval, and serves as the contact person for artists and performers. 

 

d. Secretary.   The Secretary notifies the board of scheduled meetings, prepares and distributes meeting minutes, and manages the preparation of annual reports by Directors. 

 

e. Treasurer.  The Treasurer serves as Chief Financial Officer, maintaining current and accurate financial information while monitoring the financial health of the Forum.

 

f. Education and Grants Director.  The Education and Grants Director establishes and maintains relationships with the local education community to promote the Forum’s education mission.  S/he also manages the grants program to provide additional resources for Forum programs. 

 

g. Hospitality Director.  The Hospitality Director plans and provides on-site hospitality for performing artists and their support staff. 

 

h. Marketing Director.  The Marketing Director manages the marketing/communications program for the Forum. 

 

i. Membership Director.  The Membership Director manages the renewal and sales of season tickets and individual performance tickets. 

 

j. Planning and External Relations Director.   The Planning and External Relations Director coordinates long and short term planning activities within the Forum, and assists in external representation for the Forum.

 

k. Sponsor Relations Director.  The Sponsor Relations Director serves as the primary contact, recruiter, manager, and advocate for business sponsors. 

 

l. Technology and Operations Director.  The Technology and Operations Director manages technology operations to include the website, electronic communications, and the technical aspects of print communications.

 

m. Volunteers Director.  The Volunteers Director identifies and schedules volunteers as ushers and for other short term assignments in conjunction with Forum activities. 

 

ARTICLE VI.  COMMITTEES

 

Section 1.       Standing Committees.  The Forum shall have the following standing committees: Executive, Budget, Sponsors and Donors, and Nominating.  The President shall appoint a chair for each committee at the first Board meeting of the fiscal year following the annual meeting.

 

  1. Executive Committee.  The President, Vice President for Operations, Vice President for Programs, and Treasurer shall constitute an Executive Committee to guide Board meetings and discussion, and make operational decisions between regular Board meetings.

 

  1. Budget and Finance Committee.  The President or Vice President for Operations, Treasurer, Director of Education/Grants, and the Director of Technology shall constitute a Budget and Finance Committee.  This Committee will recommend changes, as needed, to the Forum’s financial policies and procedures, conduct an annual review of financial processes, and submit a proposedbudget annually to the Board prior to the Annual Meeting.  The budget shall be balanced and shall show anticipated income and estimated expenditures.

 

  1. c.       Sponsors and Donors Committee.  The President and the Directors of Planning and External Relations, Sponsor Relations, and Membership shall constitute a Sponsors and Donors Committee.  This committee, with Board approval, shall develop and implement a plan to increase business sponsorships and individual donations.

           

  1. Nominating Committee.  This committee is tasked with preparing a list of proposed nominees for vacancies on the Board.  The Chair shall recommend at least two (2) Forum members to constitute the Nominations Committee by March 31 of each year.

 

Section 2.       Other Committees.  The President may appoint other committees or task forces as needed to manage Forum operations and conduct business.

 

ARTICLE VII. FINANCES

 

Section 1.       Fiscal Year.  The fiscal year of the Forum shall begin on July 1 and extend through June 30 of the following year.

 

Section 2.       Budget Approval.  The Board, prior to the Annual Meeting, shall review and approve the budget proposed by the Budget and Finance Committee for presentation to the membership at the Annual Meeting.

 

Section 3.       Budget Amendment.  The Board may by majority vote amend the budget after membership approval if sufficient funds are available to cover anticipated needs.

 

Section 4.       Check Signing.  All checks must be signed by the Treasurer and the President (or one of the Vice Presidents).

 

Section 5.       External Review.  An external independent audit will be conducted every three (3) years, or when there is a change in Treasurer (whichever is sooner).  An internal review will be conducted annually as per Article VI, section 1b.

 

ARTICLE VIII. CONFIDENTIALITY

 

Section 1.       Personal/Financial data. The Forum shall not disclose any personal or financial information concerning its members or performers to any unaffiliated third party without the consent of the member or performer.

 

ARTICLE IX.  MEMBERSHIP MEETINGS

 

Section 1.       Date and Purpose.  The Annual Meeting of the Forum shall be held to present the report of the Nominating Committee, to receive nominations from the floor, to elect new Officers and Directors, to approve a budget for the next fiscal year, and to transact such other business as shall properly be brought before the members by the Board or by a member from the floor.  Only members in good standing may vote in any election.

 

Section 2.       Special meetings called by members.  Fifty members may petition the president to hold a special meeting of the members or Board of Directors.  Such petition shall contain the required member signatures and the purpose for the meeting.

 

Section 3.       Quorum. A majority of the members present shall constitute a quorum at Annual or Special Meetings.

ARTICLE X.   FORUM PROPERTIES AND ASSETS

 

Section 1.       Use of Forum Properties.  All Forum properties are for the sole use of Forum productions or for other productions approved by the Board.  The use of any equipment purchased through grants shall be subject to the terms of said grant.

 

Section 2.       Compensation.  No part of the property, assets, or income of the Forum shall inure to the benefit of any Officer, Board member, member, employee, or other private person except that the Forum shall be authorized to pay reasonable compensation for services rendered with Board approval.

 

Section 3.       Property Storage.  All Forum property shall be stored at a Board approved facility.

 

ARTICLE XI.  AMENDMENTS TO THE BY-LAWS

 

Section 1.       The Board shall have power by a majority of the Board, and with a majority vote of the members present and voting at an Annual or Special Meeting of the membership, to amend, rescind or alter, in whole or in part, the By-laws of this corporation.

 

Section 2.       Amendments may be proposed in writing by a member of the Board or by petition to the Board by five (5) members of the Forum.  Proposals shall be submitted in writing to the Board at least ten (10) days before the Board meeting at which they are to be discussed.

 

ARTICLE XII.  POLICIES

 

The Board shall have the power by vote of a majority of the Board members to make, alter, amend, or rescind policies and procedures of this corporation.

 

 

ARTICLE XIII.  PARLIAMENTARY AUTHORITY

 

Section 1. Roberts Rules of Order (most current edition) shall govern all procedures.

 

 

ARTICLE XIV.  DISSOLUTION

 

Section 1.       Vote for Dissolution.   Dissolution of the Forum shall be accomplished by a three-quarters majority vote of members present at the Annual Meeting.

 

Section 2.       Transference of Assets. Upon dissolution, after all debts and liabilities of the Forum have been paid, the remaining property and assets of the Forum shall be transferred to other tax exempt organizations in accordance with Section 501 (c) 3 of the Internal Revenue Code as follows:

  1. Properties related to production-  to First Flight High School.
  2. Funds-  to Outer Banks Community Foundation designated for the Performing Arts.
  3. c.       Other Forum assets and properties-  to designated tax exempt organizations.

 

ARTICLE XIV.  VALIDITY OF BY-LAWS

 

These By-laws supersede and replace in their entirety the By-laws previously existing and applicable to the operation and activities of the Outer Banks Forum for the Lively Arts, Inc.

If any section, subsection, sentence, clause, or phrase of these By-laws is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of these By-laws.