BYLAWS OF A MEMBERSHIP CORPORATION
NAME OF CORPORATION: INTERARTS
ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions), available from the Oregon Office of Legislative Counsel, and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).
This corporation’s primary purpose shall be to own and operate a production company, to facilitate programming in the fields of multimedia, broadcasting, arts and cultural events.
ARTICLE II: MEMBERS
Section 1. Classes and Voting. There shall be one class of members of this corporation. Each member shall be entitled to one vote at the annual meeting for the purpose of electing board members and officers of the corporation. Members shall be required to vote by ballot at the annual meeting, by first class mail, or any communication system the Board of Directors has determined secure and legal for the members to cast a vote by ballot.
Section 2. Composition of Members. The membership of this corporation shall consist of all paid-up members, volunteers, and staff, defined as follows:
- Paid-up members are those persons who have contributed annual membership dues as determined by the Board of Directors.
- Volunteers are those persons who have contributed not less than twenty-four hours of service to any production facility or office operated by the corporation within the previous twelve months.
- Staff consists of those persons employed by the corporation.
Section 3. Resignation. A member may resign at any time.
Section 4. Termination. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any effort.
Section 5. Annual Meeting. The annual meeting shall be held during the last 14 days of the fiscal year, for the purposes of electing members of the Board of Directors, and to provide a forum for members to communicate with Officers, the Board of Directors, and for receiving a report from the President, and any other member of the corporation the Board of Directors or the President may designate, on the activities and financial condition of the corporation.
Section 6. Special Meetings. Special meetings of the members of the corporation may be called by the Board of Directors or by written demand of at least ten percent of the members signed, dated, and delivered to the Secretary or President, describing the purpose(s) for which it is to be held.
Section 7. Place of Meeting. The Board of Directors shall designate the place for any annual or special meeting. If no designation is made, the place of the meeting shall be the principal office of the corporation.
Section 8. Notice of Meetings. The corporation shall notify members of the place, date, and time of each annual and special meeting by mail and electronic communication. Notification shall be no fewer than fourteen days, or if notice is mailed by other than first class or registered mail, no fewer than thirty nor more than sixty days before the meeting. Written notice is effective when mailed to all the members’ addresses shown in the corporation’s record of members. Electronic notice is effective when delivered to all members’ email addresses shown in the corporation’s record of members and posted to the corporation’s official website no fewer than fourteen days prior to the date of the meeting. Notice of a special meeting shall include date, time, and place, and a description of the purpose(s) for which the meeting is called.
Section 9. Members’ List. The corporation shall prepare and maintain a current alphabetical list of the names, addresses, and membership dates of all its members. Members are responsible for updating their mailing address and other relevant personal information with the corporation.
Section 10. Record Date. The record date to determine the members entitled to notice of a members’ meeting shall be the day before the day on which the first notice is mailed or otherwise transmitted to members. The record date to determine the members entitled to demand a special meeting shall be the date the first members sign the demand. The record date to determine the members entitled to vote at a meeting of members shall be the date of the meeting.
Section 11. Quorum. Those votes represented at a meeting of the members shall constitute a quorum. A majority vote of the members represented and voting is the act of the members, unless a greater proportion is required by Chapter 65 of Oregon Revised Statutes or by these bylaws.
Section 12. Manner of Acting. There shall be no voting by proxy. An organization or business which is a member may designate one person to act its behalf.
Section 13. Action by Consent. Any action required or permitted by law to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members. This consent in writing shall be recorded in the minutes of a special meeting of the members, called by the members, stating the purpose of the meeting and action to be taken.
ARTICLE III: BOARD OF DIRECTORS
Section 1. General Powers. All corporate powers and the affairs of the corporation shall be under the authority of and managed by the Board of Directors.
Section 2. Number. The number of Directors shall be a minimum of three and maximum of seven members.
Section 3. Term. The term of office for Board members shall be two years, beginning October 1 and ending September 30. Despite the expiration of a Director’s term, the Director shall continue to serve until the Director’s successor is elected and qualified. A Board Member may be reelected without limitation on the number of terms the Board member may serve.
Section 4. Qualifications. All Board members shall be members of the corporation. The Board of Directors shall be responsible for insuring that an adequate number of candidates are nominated with experience in one or more of the major aspects of the mission and operation of this corporation including but not limited to art, culture, technology, business, marketing, programming, and finance.
Section 5. Election. At each annual election, the members of the corporation shall by ballot elect no more than one half of the members of the Board. Candidates may run for election by submitting a statement of interest at least fourteen days prior to the mailing of the ballots. The election shall be conducted at the annual meeting. The election shall be concluded at the annual meeting by a count of ballots returned by mail and ballots cast at the annual meeting. The results of the election shall be announced by the President at the annual meeting.
Section 6. Resignation. A Director may resign at any time by delivering written notice to the President of the corporation. A resignation shall be effective when the notice is effective under Chapter 65 of Oregon Revised Statutes unless the notice specifies a later effective date. Once delivered, a notice of resignation shall be irrevocable unless revocation is permitted by the Board of Directors.
Section 7. Vacancies. Any vacancy on the Board of Directors and newly created board positions shall be filled no later than the annual election including a vote from the membership. The Board may elect a member to fill a vacancy prior to the annual election with a majority vote. A Board member elected to fill a vacancy shall be elected for a term ending at the next annual election.
Section 8. Removal. A Board member may be removed, with or without cause, by a vote of two-thirds of the Board members present at a special meeting called for that purpose. The notice for the meeting shall state that the purpose of the meeting is the removal of the Director. Any Board member who missed three or more Board meetings per year, including the annual meeting, may be removed by a majority vote of the Directors then in office.
Section 9. Quorum and Action. A quorum at a board meeting shall be a majority of Directors then in office pursuant to Article III Section 2 of these bylaws. If a quorum is present, action is taken by a majority vote of Directors present.
Section 10. Regular Meetings. Regular Meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, and place, or purpose of these meetings is required.
Section 11. Special Meetings. Special Meetings of the Board of Directors may be called by the President or any three Board members, or by written demand delivered to the Secretary signed by at least ten percent of the members of the corporation and describing the purpose(s) for which it is to be held. Notice of special meetings shall be delivered to each Board member personally or by telephone or electronic mail not less than two days prior to the special meeting.
Section 12. Alternative Meeting Venue. Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
Section 13. Open Meetings. With the exceptions stated herein, the Board of Directors, its committees and any other committees created by it shall hold open meetings preceded by reasonable notice to the public. However, the Board of Directors, its committees and other committees created by it may hold closed sessions to consider matters relating to individual employees, proprietary information, litigation and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase of property or services whenever the premature exposure of such purchase would compromise the business interests of the corporation. The Executive Committee may also act by polling its members by telephone and email. If any such meeting is closed pursuant to the provisions for this section, the reasons for doing so shall be stated in the Board or committee minutes.
Section 14. Compensation. Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service. No person shall serve as staff and Board member at the same time. Board members may enter in to any paid or unpaid contract with the corporation, to provide any additional services for the corporation, determined by the Board of Directors. Board members shall not vote on matters pertaining to that members’ compensation.
ARTICLE IV: COMMITTEES
Section 1. Executive Committee. The Executive Committee shall consist of the President, Secretary, and one other Board Member appointed by the Board of Directors, and shall have and exercise the authority of the Board to act on matters which must be decided before the next regular meeting of the Board of Directors but do not merit a special meeting of the Board of Directors.
Section 2. Other Committees. The Board of Directors may create one or more advisory committees reporting to the Board of Directors, not having and exercising the authority of the Board of Directors in the management of the corporation. Advisory committees shall include at least one Board member appointed by the Board, one staff member appointed by staff, and any member of the corporation who attends three consecutive meetings.
Section 3. Standing Other Committees. Standing other committees shall include but need not be limited to the following:
(a) Program Committee. The Program Committee shall conduct ongoing evaluations of programming and curators; evaluate program proposals delivered by any member of the corporation; make recommendations concerning programming, curators and other personnel who may be in assistance to the corporation’s programming mission. The chair of this committee shall be appointed by the board; curators shall be named by the committee. The Program Committee shall serve the Board of Directors with respect to policies of the corporation in meeting specialized cultural, educational, and technical needs of the communities served by the corporation; and make such recommendations as it considers appropriate to meet such needs.
(b) Finance Committee. The Finance Committee shall advise the Board of Directors regarding the corporation’s finances and the management of its financial resources; ensure that the corporation maintains appropriate accounting records; receive and review monthly financial reports on income and expenditures; submit a proposed budget to the Board for approval. The Finance Committee shall arrange for and review the results of an external audit of the previous year’s accounts when requested by the Board. The chair of the Finance Committee shall be named by the Board of Directors.
- Technology Committee. The Technology Committee shall conduct ongoing research into multimedia and communications technology as it relates to the corporation’s programming, broadcasting, and event production goals; to advise the Program Committee of technical requirements of proposed programs; to make recommendations and advise the Board of Directors concerning the corporation’s production facility. The chair of the Technology Committee shall be named by the Board of Directors.
Section 4. Term of Office. Board members shall be appointed to committee annually by the Board of Directors at its first meeting after the annual meeting. Staff members shall continue as committee members until their employment ceases or a successor is appointed. Members of the corporation shall continue as committee members until they resign or miss two consecutive meetings without good cause as determined by the committee.
Section 5. Board and Staff Vacancies. Board and staff vacancies in the membership of any committee shall be filled by appointments made in the same manner as set forth in Article IV Section 2 of these bylaws.
Section 6. Quorum. A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Committee Requirements. All committees shall post reasonable notice of its meetings, hold open meetings pursuant to these bylaws, take and post minutes of its meetings.
Section 8. Rules. Each committee may adopt rules for its own governance not inconsistent with these bylaws.
ARTICLE V: OFFICERS
Section 1. Officers. The officers of this corporation shall be the President, Vice President, Secretary, and Treasurer. The office of President and Secretary may not be held by the same person.
Section 2. Election and Term of Office. Elections shall occur annually at the first meeting after the Annual Meeting. The Board of Directors shall elect the officers to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve.
Section 3. Resignation. An officer may resign at any time by delivering notice to the corporation. A resignation shall be effective when the notice is effective under Chapter 65 of the Oregon Revised Statutes unless the notice specifies a later effective date. Once delivered, a notice of resignation shall be irrevocable unless revocation is permitted by the Board of Directors.
Section 4. Removal. The Board of Directors may remove any officer with or without cause, at a special meeting of the Board starting the purpose of the meeting, or any regular meeting, and notice of the meeting shall be given to the officer to be heard by the Board prior to removal of the officer.
Section 5. Vacancies. A vacancy in any office shall be filled by the Board of Directors at the first meeting following a vacancy for the unexpired portion of the term.
Section 6. President. The President shall be the chief executive officer of the corporation and shall in general supervise and manage all the business and affairs of the corporation. The President shall preside at all the meetings of the members and of the Board of Directors. The President may receive salary for management services as defined and determined by the Board of Directors. The President may sign, with the Secretary or any other officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executed thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.
Section 7. Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 8. Secretary. The Secretary shall be responsible for preparing minutes of the Directors’ and members’ meetings and for authenticating records of the corporation; see that all notices are duly given in accordance with these bylaws or as required by Chapter 65 of Oregon Revised Statutes; be responsible for the corporate records; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Board of Directors.
Section 9. Treasurer. The Treasurer shall be the chief financial officer of the corporation; oversee the receipt and disbursement of funds; report to the Board and the members on the financial condition of the corporation, including a written annual report; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.
ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification—substantively, procedurally, and otherwise.
ARTICLE VII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issue in the name of the corporation, shall be signed by such 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. In absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.
ARTICLE XIII: AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the members responding as polled by mail or during the regular election of Directors, or by a two-thirds vote of those members attending an annual meeting at which a quorum is present. Proposed amendments may be submitted to members or placed on the ballot by the Board of Directors or by a petition of at least ten percent of the members of the corporation.
ARTICLE XIV: RULES OF ORDER
The affairs of the corporation shall be conducted by Robert’s Rules of Order except as other proved by these bylaws. When the President determines that meeting participants prefer action by consensus, it shall be allowed providing that no member specifically requests a formal vote.
Adopted the 27th of January, 2011.