Articipate Bylaws
Adopted March 18, 2009
ARTICLE 1 – NAME, PURPOSE
Section 1: The name of the organization shall be Articipate.
Section 2: Articipate fosters awareness and teaches the importance of the arts in improving lives and building communities through workshops, performances and educational programs for all ages.
ARTICLE II – MEMBERSHIP
Section 1: Membership will be open to individuals, organizations and businesses that have stated values consistent with the mission of Articipate.
Section 2: The Board of Directors shall determine the various categories of membership. There shall be, at minimum, an artist category and donor category.
Section 3: The Board shall have the authority to establish and define other categories of membership.
Section 4. The Board of Directors shall determine and review membership dues for each category at the annual meeting. Dues schedules shall be posted on the Articipate website.
Section 5: The Staff shall determine criteria for membership to all categories. The criteria shall be reviewed by the Board of Directors at the annual meeting and posted on the Articipate website. The Board of Directors shall use the criteria to approve, deny or terminate membership of any individual, organization or business in each category by simple majority vote.
ARTICLE III – MEETINGS
Section 1: Annual Meeting. The Board of Directors shall set the date, time and place of the Annual Meeting. The Annual Meeting will be open to the public. Meeting date, time, place and agenda shall be posted on the Articipate website 30 days prior to the Annual Meeting.
Section 2: Regular Meetings. The Board of Directors shall meet once monthly at an agreed upon time and place.
Section 3: Special Meetings. A simple majority of the Board of Directors, the Board Chairperson or the Executive Director may call special meetings at any time to address time sensitive issues.
Section 4: Notice. Notice and agenda for each meeting shall be given to board members by email no less than ten days before the meeting.
Section 5: Quorum. A quorum of at least forty percent of the Board members must be present at a meeting before any business can be transacted or any motions made or passed.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Composition. The Board is responsible for overall policy and direction of Articipate, and delegate responsibility for day-to-day operations to the Executive Director and any sub-committees. The Board shall have up to nine (9) and no less than five (5) members. Board membership is a volunteer position and shall receive no compensation. Board members shall represent diverse interests within the community.
Section 2: Board Elections. Up to nine (9) Board members shall be elected by a simple majority vote of the existing Board, annually or as need arises.
Section 3: Election Procedures. New Board members may be nominated by the present Board members or the Executive Director. Nominees shall attend at least one board meeting in advance of their election. The Board of Directors shall vote by a simple majority to elect nominated board members at the following board meeting.
Section 4: Terms. All Board members shall serve staggered one and two year unlimited terms. The first Board of Directors shall be invited by Articipate’s founding members.
Section 5: Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice-Chair, Secretary, and Treasurer. The officers shall be elected by the Board at the first Board Meeting and reviewed for re-election at each Annual Meeting. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of Board actions, including the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall make a verbal report at each Board meeting and submit written reports quarterly to the Board. Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 6: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members or the Executive Director. Nominees shall attend at least one board meeting in advance of their election. The Board of Directors shall vote by a simple majority to elect nominated board members at the following board meeting. Vacancies will be filled as needed.
Section 7: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. Absences must be approved by the board on a case-by-case basis. A Board member shall be terminated for three or more unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of all remaining Board Members.
Section 8: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the entire Board. Notices of special meetings shall be sent out by the Secretary to each Board member by email two weeks in advance of the meeting date.
ARTICLE V – COMMITTEES
Section 1: The Board may create committees as needed, such as public relations, finance or data collection. The Board Chair appoints all committee chairs. Committee chairs must be members of the Board. Committees operate under the direction and oversight of the Board of Directors.
ARTICLE VI – EXECUTIVE DIRECTOR AND STAFF
Section 1: The Founders. The Founders of Articipate are Trevor and Jill Davis. The Founders must approve or deny recommended appointments of the Executive Director.
Section 2: Executive Director. The Executive Director is hired by the Board of Directors once approved by The Founders. The Executive Director will attend all Board meetings but is not eligible to vote on Board matters. The Executive Director has day-to-day responsibility for carrying out Board policies, answering questions of Board members and carrying out the duties described in his or her employment contract. The Board can designate other duties as necessary.
Section 3 Hiring Policy and Staff. The Executive Director is responsible for hiring and supervising staff. All staff, including the Executive Director, shall enter into an employment contract which includes job description, employment term and rate of pay. Rates of pay shall be determined by the Executive Director and approved by the Board.
ARTICLE VII – AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.