The Bylaws of Art of Cultural Evolution

The Bylaws as filed with the IRS and State of Florida

Mission Statement

The Art of Cultural Evolution is a non-profit organization whose mission is to share environmental and social ideas through art, film, publications, classes and workshops. The organization provides programs, exhibitions, events and projects to educate and engage the public in new ideas about cultural and environmental sustainability.

Bylaws

ARTICLE I.

The name of the group shall be The Art of Cultural Evolution or  (A.C.E.) in all instances both public and private.

ARTICLE II.

OBJECTIVES AND PURPOSES

Section 1: STATEMENT OF PURPOSE

Notwithstanding any other provision of these articles, The Art of Cultural Evolution (A.C.E.) is organized exclusively for the following purposes: Art, Film, Classes, Art Projects, Workshops,  Art Installations, Publications, Educational Travel, and/or educational purposes, as specified in section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.

 

Section 2: RESTRICTIONS

No substantial part of the activities of The Art of Cultural Evolution (A.C.E.) shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h). the Art of Cultural Evolution does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

 

Section 3: OBJECTIVES

A) To present art, film, publications, classes, workshops, for cultural and environmental education, entertainment, and inspiration of the community.

B) To educate and develop the public, through art projects including but not limited to film, art installations, sculpture, film, classes, workshops, publications and other appropriate means, about environmental and cultural issues, solutions and to foster public interest in ideas about cultural and environmental sustainability.

C) To engage in and subsidize social activities designed to foster the foregoing purposes of the organization as limited by the laws.

In the furtherance of these objectives, and in accordance with the powers conferred by its Certificate of Incorporation, The Art of Cultural Evolution may collect membership dues, admission fees, gratuities, and bequests; may buy or otherwise acquire, sell, or otherwise dispose of, and mortgage or otherwise hypothecate real, personal, and mixed property of all kinds; and may, in general, exercise all of the powers granted by corporate law in the State of Florida.

The Art of Cultural Evolution is a not-for-profit corporation. No member of the organization shall profit in any tangible way from its activities. All funds are to be disbursed in furtherance of the objectives set forth in Article2, Section 3. In the event of the dissolution of this organization, all monies, property, and physical assets of the organization shall be distributed for any worthy purposes in accordance with a majority of the votes cast at a final meeting of membership called for that purpose.

The Art of Cultural Evolution is nonpolitical in character and shall not engage in political activities of any nature.

ARTICLE III.

FAIRNESS

No set of Bylaws can cover all circumstances. In the event of an issue arising which is not covered by these Bylaws, the issue will be decided upon on the basis of fairness, the good of The Art of Cultural Evolution, and common sense.

ARTICLE IV.

MEMBERSHIP

The Corporation shall have “no” members.

ARTICLE V.

DIRECTORS

 

Section One: Definition of Board of Directors

The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these bylaws.

Section 2: Qualifications

Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin.

Section 3: Number of Directors

The Board of Directors shall consist of three more natural persons. The number of directors shall be determined from time to time by Resolution of the Board of Directors.

Section 4: Terms and Election of Directors

The Directors shall serve indefinite terms until they resign or are removed in accordance with the provisions of these bylaws.

Section 5: Procedure at Board Meetings

The rules contained in the Handbook on Parliamentary Procedure (“Robert’s Rules of Order”) shall govern the meetings of the board of directors.

Section 6: Resignations

Any Director can resign at any time by delivering a written resignation to the Chairperson of the board or to the Secretary of the Corporation. Resignations of directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date.

Section 7: Removal

Any director may be removed at any time (with or without cause) by a vote of 4/5ths of the total number incumbent directors (not counting vacancies) at a meeting of the board of directors properly called in accordance with the terms of these bylaws.  Directors may be removed by a vote of the board of directors (at a properly called meeting) when the director in question has missed two consecutive (properly called) meetings of the board of directors.

Section 8: Vacancies

Vacancies can be created by resignations, removals, or an increase in the size of the board of directors.  Vacancies on the Board of Directors can only be filled by a majority vote of the remaining Directors, though less than a quorum.

Section 9: Place of Director’s Meetings

Meetings of the board of directors, regular or special, will be held at the primary place of business for this Corporation or at any other place within or without the State of Florida as provided or such place or places as the board of directors may designate by resolution duly adopted.

Section 10: Meetings

Meetings of the Board of Directors may be called by:

A. the Board of Directors

B. the Chairperson

C. the Secretary upon the written request of a majority of directors

Section 11: Notice of Board Meetings

Notice of all board meetings shall be give to each board member no less than two (2) days nor more than ten (10) days prior to the meeting.

Section 12: Waiver of Notice

Attendance by a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Section 13: Quorum

A majority of the incumbent directors (not counting vacancies) shall constitute a Quorum for the conduct of business.  At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or any provision of these bylaws.

Section 14: Self Dealing

No director shall use confidential information gained by reason of being a member of the board of directors for personal gain to the detriment of the corporation.

 

ARTICLE VI.

FUNCTIONS & DUTIES OF MEMBERS OF THE BOARD

 

Section 1: PRESIDENT

The President presides over all scheduled meetings of the Membership, as well as those of the Board of Directors. The President may also call and preside over Special Meetings of the General Membership, as well as the Board of Directors, as circumstances warrant. The President is an Ex-Officio member of all Committees. The President maintains a fiduciary relationship with the Executive Director.

Section 2: VICE-PRESIDENT

The Vice-President fulfills the functions of the President when the President is unavailable, and is first in succession to the Presidency. In addition, the Vice-President will chair the Play Reading Committee, when needed. The Vice President shall supervise the election process. These duties include, but are not limited to: Taking nominations; Validating membership; Appointing tellers; and Furnishing absentee ballots and instructions for submitting these ballots.

Section 3: TREASURER

The Treasurer is responsible for managing all financial and fiscal requirements for The Art of Cultural Evolution. These duties include, but are not limited to : Maintaining all banking accounts and bank relationships; Reconciling monthly bank account statements; Collecting and depositing all moneys generated by the activities of The Art of Cultural Evolution, including performance receipts, member dues, advertising revenues, etc.; Developing annual and individual performance budgets, and tracking actual income and expenses against said documents and Generating an Annual Report at the end of each fiscal year. The Board of Directors shall approve all budgets and give custody of all said budgets to the Executive Director. The Board of Directors shall approve all non-budgeted expenditures in excess of $50.00. The Treasurer is second in succession to the Presidency.

Section 4: SECRETARY

The Secretary shall be responsible to keep and make available minutes of all General Board Meetings. The Secretary is also responsible for maintaining an up-to-date membership list. The Secretary is third in succession to the Presidency.

 

Section 5: IMMEDIATE PAST PRESIDENT

The Immediate Past President shall be available to chair Committees for a term of one year.

ARTICLE VII.

THE EXECUTIVE DIRECTOR AND STAFF

Section 1: Executive Director

This position will be assumed by the Founder and maintained until:

A) He/She is ready to step down.

B) If after 4 years in the position, and every 4 years thereafter, The Board of Directors reviews the Executive Directors position and finds by two-thirds vote that the Executive Director is no longer a proper match for The Art of Cultural Evolution, the Board of Directors may offer a probationary period or other methods of remediation including termination.

The role of the Executive Director is to design, develop and implement strategic plans for The Art of Cultural Evolution in a cost-effective and time-efficient manner. The Executive Director is also responsible for the day-to-day operation of The Art of Cultural Evolution, including managing committees and staff and developing business plans in collaboration with the board for the future of the organization. In essence, the board grants the Executive Director the authority to run the organization. The executive director is accountable to the president of the board and reports to the board quarterly. The board may offer suggestions and ideas about how to improve the organization, but the Executive Director decides whether or not, and how, to implement these ideas.

The Executive Director is a leadership role for the organization and often fulfills a motivational role in addition to office-based work. The Executive Director motivates and mentors members, volunteers, and staff, and may chair meetings. The executive director leads the organization and develops its organizational culture.

As the title suggests, the Executive Director needs to be informed of everything that goes on in the organization. This includes staff, membership, budget, company assets, and all other company resources, to help make the best use of them and raise the organization’s profitability and profile.

The Office to the Executive Director will be funded with 25% of The Art of Cultural Evolution annual budget. This budget will cover the day to day operations and administration costs of the organization to include Executive Director and other staff remuneration.

The Board can designate other duties as necessary.

 

Section 2:OFFICERS

 

A). Roster of Officers:

The Board of Directors, by Resolution, may, from time to time, appoint such officers as it deems necessary or appropriate to perform designated duties and functions. At a minimum the Corporation shall have a Chairperson and Secretary.

B). Chairperson:

The Chairperson shall preside at all board meetings, be responsible for preparing agendas for board meetings, and shall exercise parliamentary control in accordance with Roberts Rules of Order.

C). Secretary:

The Secretary will keep minutes of all meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or these bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.

D). Designation of President etc.:

The Board of Directors, in its discretion, may, by Resolution, designate other officers such as a “President” or an “Executive Director”. Such officers, if so designated, shall have such authority as may be granted from time to time by the board of directors.

 

E). Selection and Removal of Officers:

All officers shall serve indefinite terms.  As a general rule the Board of Directors shall review its officers once a year for the purpose of considering whether or not to keep or replace them (but this review, however, is not mandatory). An officer shall remain in office until his or her successor has been selected.  Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of this Corporation will be served.   Such removal, however, will be without prejudice to any relevant contract rights of such Officer.

Section 3: INFORMAL ACTION

A). Waiver of Notice:

Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.  Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.

B). Action by Consent:

Any action required by law or under the Articles of Incorporation or by these bylaws, or any action which otherwise may be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all directors in office, and filed with the secretary of the Corporation.

Section 4: COMMITTEES

A). Appointment of Committees:

The Board of Directors may from time to time designate and appoint one or more standing committees as it sees fit.  Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.

B).Executive Committee: 

The officers of this Corporation as designated in the bylaws (or, subsequently, by Resolution of the Board of Directors) shall constitute the executive committee.  The board of directors may (if it so chooses) adopt a Resolution appointing other persons to serve on the Executive Committee. The Chairperson shall act as chairperson of the executive committee.  The Executive Committee may assist the Chairperson in preparing agendas for upcoming meetings of the Board of Directors and shall have such other authority as may be given to it from time to time by Resolution of the Board of Directors.

ARTICLE VIII.

OPERATIONS

A).Inspection of Books and Records:

All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.

B). Loans to Management:  This Corporation will make no loans to any of its Directors or Officers.

C).Execution of Documents:

 Except as otherwise provided by law, checks, drafts, and orders for the payment of money of this Corporation shall be signed by at least two persons who have previously been designated by a Resolution of the board of directors. Contracts, promissory notes, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by one or more person who have been authorized and directed to do so by the board of directors. No contract shall be valid unless it is authorized or ratified by a properly adopted Resolution of the board of directors.

ARTICLE IX.

AMENDMENTS

A).The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation).  Articles of Amendment must be adopted in accordance with Florida Law.   The bylaws may be amended at anytime by a vote of the majority of directors at a meeting where a quorum is present.

ARTICLE X.

PUBLIC STATEMENTS

 

A)      Authority to make Statements.

No person, except for the Chairperson or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors.

B)      Limitation on Statements.

Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation.  Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views.

ARTICLE XI.

INDEMNIFICATION

A).                    Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact that he or she is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his duties.  Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Office (or such heirs, executors of administrators) may be entitled apart from this Article.

Posted on January 2, 2011 by Blair · 0 comments Read More