Artists Along the Bitterroot By-Laws

ARTICLE 1
NAME, LOCATION AND PURPOSE
Section 1. The name of this organization shall be Artists Along the Bitterroot, hereafter known as AAB.

Section 2. AAB is located at AAB c/oWeber & Vanorio CPAs, 406 Main St.,
Stevensville, MT 59870.

Section 3. The area of eligibility for AAB membership shall be the Bitterroot Valley, defined as to include Lolo as the northernmost boundary, and all area south to include Sula as the southern most boundary.

Section 4. The Mission Statement: It is the mission of AAB to encourage public awareness of artists and fine art artisans living in the Bitterroot Valley by offering a varied art experience to the community and to visitors. AAB provides educational enrichment opportunities through showcase events, lectures and workshops. AAB also works with its membership to pursue excellence and promote creativity.

Section 5. Meetings of AAB are held from September through June at a site within the Bitterroot Valley convenient to the membership. Meetings will be open to members in good standing only.

ARTICLE 2
MEMBERSHIP
Voting and non-voting memberships
Section 1. Artists and artisans of all media who live and/or work in the Bitterroot Valley area [Article 1, Section 3] are invited to apply for membership in AAB.

a. Membership is determined through a juried process of the artist’s work. Returning members may rejoin within 3 years without repeating the jury process by paying back dues for each year missed. Amended 10/8/14
b. Members may participate in the annual AAB Studio Tour[s], AAB sponsored events, lectures, workshops and exhibitions.
c. To be accepted into membership, individuals must produce high quality original artwork. Only members in good standing shall have voting rights.
d. Voting occurs at a meeting with a simple majority of those attending. When necessary, members may also vote by sending their written proxy with an attending member.

Section 2. Guest Membership

a. Guest membership is determined through the jury process of the artists’ work.
b. Guest members may participate in the annual AAB Studio Tour solely as a guest of an AAB member residing in the area of eligibility for AAB, as defined in Article 1, Section 3, “to include Lolo as the northernmost boundary and all area south to include Sula as the southernmost boundary.”
c. Only guest members in good standing may have voting rights.

Dues and Fees
Section 1.

a. The Board of Directors will recommend the amount of the annual membership dues at the beginning of each year.
b. The Board of Directors will recommend the amount for the annual fee for participation in the Studio Tour.
c. In addition to the annual dues, each new member is required to pay a one-time nominal fee for inclusion on the AAB website.
d. There will be an application/jury fee for new applicants.
e. Annual dues and tour fee must be paid in full by the stated deadline of March 1st each year.

ARTICLE 3
BOARD OF DIRECTORS AND OFFICERS
Section 1. A Board of Directors (BOD) shall be the governing body of AAB and will provide direction for the organization.

a. The Board shall consist of no less than five (5) persons who are in good standing with AAB.
b. The term of service shall be two (2) years.
c. Only voting members o f AAB may sit on the Board.
d. Elections by the general membership for Board members will take place in September or October
e. The Board of Directors shall meet at least four (4) times during the year.
f. Quorum for decisions shall be a majority of members in attendance at Board of Directors meetings.
g. In order to be eligible to run for the director’s position a person must be a member of AAB in good standing for two (2) years.

Section 2. Elected Board Officers include: Director, Co-Director, Secretary, Treasurer and one additional board member at large to make up the necessary five (5) members.

a. Director’s duties

1. Set the agenda with the assistance of the Co-Director.
2. Obtain reports by the committee chairs ten (10) days in advance of each meeting.
3. Oversee and run the day-to-day business of AAB.
4. Maintain a history of By-Laws.

b. Co-Director’s duties

1. Assist in setting the agenda for the meetings.
2. Run the meeting using Robert’s Rules.
3. Maintain the record of the studio tour including catalogs, cards, posters, print
advertising, and articles.

c. Secretary duties

1. Attend all meetings and provide minutes of each meeting to the membership within ten (10) days.
2. Obtain current membership and client lists from the Marketing and Membership committees.
3. Maintain the minute history.
4. Maintain a history of the By-Laws.

d. Treasurer duties

1. The treasurer must be able to keep the books electronically i.e. knowledge of Quick books or Excel or act as liaison with an accountant.
2. Treasurer or accountant will collect all monies due the AAB and have custody of all funds of AAB.
3. Oversee the maintenance of finances and maintain a history of the financial records of AAB via electronic bookkeeping or printed copy.
4. Report on the AAB bank account at each meeting.
5. Treasurer or accountant will issue checks and payments as approved by the Board and make fund deposits.
6. All disbursements will carry the signature of the Treasurer and Director or Co-Director.
7. All disbursements signatures will be updated as needed at the appropriate financial institution.

e. Member at large duties

1. Function as a tie-breaking vote if necessary
2. Fill in any needed functions as a board member.

Section 3. A resignation of any officer on the Board of Directors shall be tendered to the Board of Directors in writing within a 60-day notice.

Section 4. The BOD shall fill interim vacancies occurring on the Board by appointment.

Section 5. Any member of the Board of Directors may be removed by a majority of the membership or Board, whenever, in its judgment, the best interest of the AAB would be served. If a member fails to attend four consecutive Board of Director meetings, the member shall step down.

Section 6. In the event that monies are raised to pay officers or other members for specific services, all payment must be voted and approved in advance by a majority of the voting members.

ARTICLE 4
FINANCIAL RESPONSIBILITIES
Section 1. The funds of AAB are deposited and kept in a federally insured financial institution.

Section 2. The Board of Directors shall determine the depository for AAB funds, and the persons responsible for money on behalf of AAB, including the Treasurer.

Section 3. The fiscal year for the AAB shall be from January 1 – December 31.

Section 4. Any expenditure of money under $200 will be approved by a majority vote of the Board of Directors. Any expenditure exceeding that nominal amount must be voted on and approved by the membership.

Section 5. Two (2) authorized members sign checks. All disbursements will carry the signature of the Treasurer & Director or Co-Director.

ARTICLE 5
LEGAL RESPONSIBILITIES
Section 1. AAB shall provide E&O [Errors and Omissions] insurance to indemnify all board members and officers against any liability in their capacity as officers of AAB.

Section 2. Except for financial obligations of AAB that are properly authorized under these by-laws, AAB and its Board of Directors shall not be responsible for any contract or financial obligation of any kind.

Section 3. In the event of dissolution of AAB, the Board officers shall, after paying and making provisions of payment of all liabilities of AAB, dispose of the remaining assets to a non-profit organization or non-profit organizations whose purpose is similar to those of AAB.

Section 4. Proposed changes to the by-laws must be presented to the Board at least 30 days before the membership meeting to vote on the change.

ARTICLE 6
CONFLICT OF INTEREST
Section 1. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

DEFINITIONS
Section 2.

a. Interested Person – Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family

1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

a. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

4. A financial interest is not necessarily a conflict of interest. Under Section 3B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

PROCEDURES
Section 3.

a. Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall
determine whether the Organization can obtain with reasonable efforts a more
advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy

1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

RECORDS OF PROCEEDINGS
Section 4.

a. The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

b. Compensation

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ANNUAL STATEMENTS
Section 5. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

PERIODIC REVIEWS
Section 6. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE 7
REGULAR COMMITTEES
Section 1. The work required to operate AAB and its activities will be conducted voluntarily by a committee, subcommittee, ad hoc committees, or individual members.

a. Fundraising Committee

1. Search for and write grant applications while continuing to expand the base of sponsor support.

b. Marketing Committee

1. Gather information to market the tour, present new marketing ideas, manage the design of printed materials (in particular the brochure/map/flyer, postcards) and the website as marketing tools and maintain the client mailing list.
2. Generate and control advertising such as radio, newspaper, mailing and brochure distribution.
3. Maintain a comprehensive website.
4. Foster member artist’s marketing and enhance their visibility.

c. Membership Committee

1. Recruit new members through direct contact with artist colleagues, word of mouth, the website and flyers.
2. Maintain a list of artists and studios on the tour.
3. Update and maintain the membership mailing list.

d. Jury Committee

1. The committee shall consist, as much as possible, of three persons: one (1) from each of the different disciplines (two-dimensional and three-dimensional art and a fine art artisan).
2. Applicants will be juried through committee action by mid-February with new member fees due March 1.
3. Notify each applicant and send pertinent information with follow-up.

e. Education Committee

1. Plans lectures, workshops and mentorships for both the public and AAB members.

f. Ad Hoc Committee

1. Liaison for AAB in the planning with other organizations.

 

1/18/2017 Amended by Elloie Jeter, Secretary
Director: Amy Knight
Co-director: Bobbie McKibbin

October 9, 2013
January, 2014 – final formatting