RCAA Members Showcase their work at the MS Diagnostic Lab in 2008

Members of the Rankin County Arts Alliance showcased their work in Mississippi early in 2008 at the MS Diagnostic Lab.

Monday, December 11, 2006

Rankin County Arts Alliance By-Laws

BY-LAWS FOR RANKIN COUNTY ARTS ALLIANCE

Article I
Offices


Section 1. Principal office:
The principal office of the organization is located at the office of Shadow Play Entertainment at 105 McCornell Circle, Brandon, Mississippi 39042.

Section 2. Change of address:
The designation of the address of the organization may be changed by amendment of these by-laws. The Board of Directors may change the address from one location to another within the named county by noting the changed address and effective date below; and such changes shall not be deemed, nor require, an amendment of these by-laws:


Article II
Purpose and Mission

Section 1. IRC Section 501(c)(3) Purposes:

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Purpose:
The Rankin County Arts Alliance (RCAA) is organized and operated as a non-stock corporation, exclusively for non-profit educational, artistic and charitable purposes. Generally, its purpose shall be to constitute an entity through which organizations and individuals interested in or associated with the arts or arts education in Mississippi may cooperate with one another, and with the governments of the United States and Mississippi, towards the furtherance of knowledge in the arts.

Section 3. Mission:
The Rankin County Arts Alliance seeks to foster and support the arts in both our schools and our communities in Rankin County.


Article III
Organization and Membership

Section 1. Organization:

RCAA shall be comprised of its members and a Board of Directors. Except as otherwise provided in these By-Laws, the affairs of the RCAA shall be governed by the Board of Directors.

Section 2. Membership:
Any person, corporation or association interested in the objectives and purposes of this nonprofit corporation shall become a member upon meeting the terms and conditions of membership determined from time to time by the Board of Directors.

Section 2.1 Classification:
Membership shall be classified into one of the following categories:

(1) Individual, which shall be individuals interested in or involved in arts education in Mississippi and who shall have paid the annual dues required under Article III, Section 3 hereof; and

(2) Organizational, which shall be comprised of organizations or institutions interested in or involved in arts education in Mississippi, and who shall have paid annual dues required under Article III, Section 3 hereof and

Section 2.2 Representative:
The Organizational Group Member may designate a person to represent it and to exercise on its behalf the duties and privileges of an organizational member. Organizational Membership does not confer Individual Membership on any member of an organization which joins the Alliance.

Section 2.3 Duties and Privileges of Membership:
Individual Members and representatives of Organizational Members shall be entitled to attend and participate in meetings of the general membership, and to receive an annual report on the state of the Alliance from the President. Individual Members and the representative of the organization group shall have the right to vote on matters which the Board of Directors submits to a vote of the membership. Each individual and organizational group representative member shall have one vote. Individual Members are eligible to serve on the various committees established to carry on the work of the Alliance.

Section 2.4 Transferal of Membership:
No member may transfer, either voluntarily or involuntarily, its membership in RCAA or any right arising there from, and all such rights shall cease upon the termination of membership status.

Section 3. Dues:
From time to time the Board of Directors may, at its discretion, establish annual dues to be paid by the respective classes of membership. Dues shall not be refundable upon termination of members' membership for any reason whatsoever. Dues may be waived (in whole or in part) at the discretion of the Board of Directors.

Section 4. General Membership:
For purpose of these By-laws, the General Membership shall consist of all Individual, Organizational, and Educational Group representative Members.

Section 5. Annual Meetings:
An annual meeting of the General Membership shall be held at least once each calendar year at such time and place as the Board of Directors may designate. The annual meeting of the members shall be set by the Board of Directors by June of each year for the following fiscal year. The business of the annual meeting shall be the election of members of the Board of Directors as set forth in these By-laws, the presentation of the annual report on the state of the Alliance by the President, and such other business as the Board of Directors brings to the attention of the General Membership.

Section 5.1 Special Meetings:
Special meetings of the membership may be called by the Board of Directors.

Section 5.2 Notice:
Written notice of each General Membership meeting shall be mailed to every Individual and Organizational Group representative Member. Such notice shall state the time, place, and in the case of a Special Meeting, the purpose of the meeting, and shall be mailed by United States mail, no fewer than seven nor more than forty-five days before the meeting, excluding the day of the meeting.

Section 6. Voting Privileges and Procedures:
Voting privileges and procedures of the General membership will be determined by the Board of Directors, and shall be consistent with other provisions of these By-laws. The members present at a properly called meeting shall constitute a quorum, and a majority of the votes entitled to be cast by the members at a meeting shall be necessary for the adoption of any matter voted upon by the General Membership. Voting by proxy is not permitted.


ARTICLE IV
Board of Directors

Section 1. General Powers:

The property, affairs, and business of the Rankin County Arts Alliance shall be managed by the Board of Directors.

Section 2. Duties:
It shall be the duty of the directors to:
1) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or these by-laws;
2) meet at such times and places as required by these by-laws;
3) register their addresses with the secretary of the corporation, and notices of meetings mailed to them at such addresses shall be valid notices thereof.

Section 3. Qualifications and Term of Office:
Directors must be individual members of the RCAA and residents of the state of Mississippi at the time of their election. Each member of the first Board of Directors named in the Articles of Incorporation and each successor or additional Directors shall hold office until the term of office is complete and until his/her successor shall be elected, or until death, resignation, incapacity preventing administration of the office of Director, or removal by a majority vote of the Board of Directors. The nominal term of office for a Director is two years. There is no maximum term limit. The Directors should include artists, arts educators at all levels, education administrators and policy makers, and business and professional persons. Professionals from all of the various arts disciplines should be included. In addition, achieving broad geographic representation and cultural diversity reflective of our state's population shall be a consideration in determining Board membership.

Section 4. Number and Organization:
At no time shall the board of Directors consist of fewer than ten (10) Directors. The number of Directors shall be ten (10) Directors unless such number is increased by the Board of Directors, when authorized. The Directors shall be divided into two groups of no fewer than five (4) persons to be elected in alternate years.

Section 5. Election:
The Nominating Committee shall present to the General membership at its annual meeting a recommendation for election of Directors for all vacant positions. At its discretion, the Board of Directors may elect, by majority vote, an individual member of RCAA to fill a vacancy on the Board until the next annual meeting of the General Membership.

Section 6 Meeting:
Meetings of the Board of Directors shall be held and conducted in accordance with the following provisions:

6.1 Location: A meeting of the Board of Directors may be held at any place, within or without the state, designated by the Board.
6.2 Call: Each meeting of the Board of Directors shall be held at the call of the President or President-Elect and must be called by either of them on the written request of any member of the Board.
6.3 Notice: Notice of the time, place and purpose or purposes of a meeting of the Board of the Directors, except as herein otherwise provided, shall be given by personally serving or mailing notice thereof at least seven (7) days before the meeting to the usual business or residence address of the Directors. The Board may adopt a resolution, which authorizes regularly scheduled meetings of the Board of Directors to be held without notice and at such time and place as shall be determined in the resolution.
6.4 Board Action: Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all of the Directors.
6.5 Quorum: Five directors shall constitute a quorum for the transaction of business at a properly called meeting of the Board. An act of the majority of the Directors present at a meeting at which a quorum is present is an act of the Board.
6.6 Voting by Proxy: A Director shall not appoint a proxy or vote by proxy.

Section 7. Dues, Assessments:
The Board of Directors may levy dues or assessments, or both, upon the membership of the RCAA. Such dues, assessments, or both, may be imposed upon all classes of members alike or differently upon different classes of members. The Board may fix the amount from time to time and determine the methods of collection. Membership dues are payable at the beginning of the fiscal year.

Section 8. Compensation:
Directors shall not receive any stated salary for their services.

Section 9. Resignation and Removal:
A Director may resign at any time by delivering a written resignation to the President of the RCAA. The resignation shall be effective as of the date of receipt by such officer and shall not constitute a resignation as a member of the Alliance. The Board of Directors may, with or without cause, remove a Director from office at a Board meeting, provided that the notice of the meeting at which removal is to be considered states such purpose. When a Director has been removed, a new Director may be elected at the same meeting.

ARTICLE V
Officers


Section 1. Number and Duties:

The officers of the RCAA shall be a president, a vice-president, assistant to the vice-president, a secretary, a treasurer, assistant treasurer and other officers with such powers and duties not inconsistent with these By-laws as may be appointed and determined by the Board of Directors.

Section 2. Election, Term of Office, and Qualifications:
Any individual member may serve as an officer of this organization. The Nominating Committee shall present to the General membership at its annual meeting a recommendation for election of officers for all vacant positions.

Section 2.1 Vacancies:
In case any office of the RCAA becomes vacant by death, resignation, retirement, incapacity, or any other cause, such vacancy shall be filled by affirmative vote or action of a majority of the directors then in office, and the office so elected shall hold office and serve the duration of that term.

Section 2.2. Election, Term of Office: The nominating committee shall present to the general membership at its annual election meeting a recommendation for election of Directors for all vacant positions. An officer's term of office is two years unless decided otherwise by the Board of Directors. Officers may be re-elected.

Section 3. President:The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control affairs of the corporation and the activities of the officers. The President shall have and exercise general management and supervision of the affairs of the RCAA and shall do and perform such other duties as may be assigned by the Board of Directors. The President shall preside at all meetings of the General Membership and the Board of Directors. The President shall be charged with appointing members to the Nominating Committee and can form special committees at his/her discretion. The President’s term is two years, however, he/she can be re-elected.

Section 4. Vice-President:At the request of the President or in the event of his/her absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe and shall serve as coordinator of RCAA committees. The Assistant to the Vice President serves at the pleasure of the President and Vice President. The Assistant handles assignments given by the VP.

Section 5. Secretary:
The Secretary shall record all the proceedings of meetings of the General Membership and Board of Directors and keep the minutes book of RCAA. The secretary shall give proper notice of meetings of members and directors; be custodian of the records and keep a membership book; and keep the by-laws updated. The Secretary shall perform such other duties as may be prescribed by the Board of Directors from time to time.


Section 6. Treasurer/ Assistant Treasurer The Treasurer, shall keep accurate accounts of all the RCAA funds received or disbursed; shall deposit all monies, drafts, and checks, in the name of and to the credit of the RCAA in such banks and depositories as the Board of Directors shall designate from time to time; shall have the power to endorse “for deposit” all notes, checks and drafts received by the RCAA; and shall disburse the funds of the RCAA as authorized by the Board of Directors. He/she shall render to the President and the Board of Directors, when required, an account of all transactions and of the financial condition of RCAA.

Section 7. Additional Officers, Agents, or Representatives:
The Board of Directors may appoint additional officers when deemed necessary, who shall perform the duties and assume the responsibility of the prescribed office under the general direction of the President or Vice-President, and as the Board of Directors may direct. The Board of Directors may appoint such agents and representatives of the RCAA with powers and to perform such acts or duties on behalf of the RCAA and the Board of Directors as the Board of Directors may see fit.

Section 8. Officers Shall Not Lend Corporate Credit:
Except as authorized by the Board of Directors, no officers of this corporation shall sign or endorse in the name of or on behalf of this corporation, or in his official capacity, any obligations for the accommodation of any other party or parties, nor shall any check, note, bond, stock certificate or other security or thing of value belonging to this corporation be used by any officer or Director as collateral for any obligation other than valid obligations of the RCAA.


ARTICLE VI
Committees

Section 1. Standing and Ad Hoc Committees:

The Board of Directors may appoint such standing and ad hoc committees as it may from time to time deem appropriate or necessary. Each committee shall have the powers, duties, and responsibilities specified in its appointment, and shall be organized and function as specified in its appointment. Each such committee shall have at least two members, none of whom shall be required to be a member of the Board of Directors. All committee members shall be Individual Members of the RCAA.

Section 1.1 The Nominations Committee:
The Nominating Committee shall be a standing committee appointed by the President of the RCAA and shall consist of at least three persons. This committee shall propose a slate of candidates for vacant positions on the Board of Directors and officers.


ARTICLE VI
Financial and Property Management

Section 1. Fiscal year:

The fiscal year of the Rankin County Arts Alliance shall be July 1 to June 30 of each year.

Section 2. Audit of Books and Accounts.
The books and accounts of the corporation shall be audited at such times as may be ordered by the Board of Directors.

Section 3. Contracts:
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation for consideration that the Board of Directors deems expedient. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by the Treasurer or President or such other officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5. Officers Shall Not Lend Corporate Credit:
Except as authorized by the Board of Directors, no officers of this corporation shall sign or endorse in the name of or on behalf of this corporation, or in his official capacity, any obligations for the accommodation of any other party or parties, nor shall any check, note, bond, stock certificate or other security or thing of value belonging to this corporation be used by any officer or Director as collateral for any obligation other than valid obligations of the RCAA.

ARTICLE VII
IRC 501(c)(3) Tax Exemption Provisions

Section 1. Prohibition Against Private Inurement

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.

Section 2. Limitations on Activities
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 501(c) (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 170(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.


Section 3. Distribution of Assets
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (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. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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