Union of Maine Visual Artists BY-LAWS
ARTICLE I
ORGANIZATION
- The name of the organization shall be “Union of Maine Visual Artists, “Inc.”
- The organization may at its pleasure by a three-fourths majority vote of the membership body change its name.
ARTICLE II
PURPOSES
The following are the purposes for which this Corporation has been organized: This Corporation is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code and it may engage lawful purposes under the constitution and statutes of the State of Maine and consistent with Section 501(c)(3) of the Internal Revenue Code, including:
It shall be the purposes of the Union of Maine Visual Artists, Inc. to advance the understanding of contemporary visual arts in Maine communities, to promote the artistic welfare of its members and to prosecute artistic purposes through the financing and sponsoring of journals, film series, public arts events, exhibits, lectures, workshops, meetings, and seminars in connection with matters of artistic concern.
In furtherance of and in addition to this primary purpose the Corporation may:
- Purchase, issue, or otherwise acquire land and buildings and in connection therewith to retain contractors, builders, and architects for the construction, renovation, maintenance, and management of Corporate buildings and grounds.
- Collect and receive funds by way of grants, gifts, contributions, or subscriptions, and apply the income of principal thereof to the accomplishment of these purposes.
- Hire a professional faculty and staff on such terms as may be appropriate and retain, when necessary or desirable, consultants to assist and advise in the operation of the Corporate programs.
- Work and cooperate with other entities, groups, organizations, officials, agencies (public and private) and individuals concerned with the work of the Corporation directly or indirectly.
- No part of the net earnings of the Corporation shall inure to the benefit of, nor be distributed to its members, officers, or other private persons, except that the Corporation 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.
- No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
- The Corporation shall not carry on any other activities not permitted to be carried on (a) by and 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 (a) (2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.NOTE: IRC 170(c)(2) provides that a contribution by a corporation to a qualifying organization is deductible, but only if the contribution is used within the United States or any of its possessions exclusively for IRC 170(c)(2)(B) purposes.
- Generally do all things necessary and proper, and have such additional powers as may be required to accomplish the educational and charitable purposes herein stated not inconsistent with the powers of the nonprofit Corporation incorporated under Title 13, Section 901-986 Maine Revised Statutes and of the Revised Statutes of the State of Maine.
- In order to accomplish its mission, the Corporation shall be authorized to acquire, hold, convey, and mortgage real estate, to sit as the entity to receive and disburse funds, to apply for and receive grants and to borrow funds and for all other acts that are allowed under the law consistent with purposes expressed herein.
ARTICLE III
MEMBERSHIP
Upon having paid to the treasurer such dues as may be required any person may join and become a member of the Union of Maine Visual Artists.
ARTICLE IV
MEETINGS
- The annual meeting of members shall be called by the treasurer and can be done either in person or virtually via Internet.
- The annual meeting of the members shall be called by giving at least seven days written notice to each member, stating the place, day, and hour for the meeting and the purpose thereof. Notices shall be emailed to the addresses of the members as they appear on the books of the Corporation.
- The lesser of 25% of the members or 25 members shall constitute a quorum, and a small number may adjourn from time to time without further notice, but no vote can be taken until a quorum is present.
- At all meetings of the members every member whose dues are current shall be entitled to one vote.
- The Secretary shall cause to be emailed to every member in good standing at his/her/their address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
- Special meetings of this Corporation may be called by the President when he/she/they deem it for the best interest of the Corporation. Notices of such meeting shall be emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it was called. At the request of fifty-one percent (51%) of the members of the Board of Directors or seventy percent (70%) of the members of the Corporation, the President shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting. In case none of the officers is able and willing to call a special meeting, the Superior Court of Hancock County, upon application of five or more members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.
- The President or four (4) Directors may call a Special Meeting of the Board of Directors by providing on (1) day advanced notice to each Director indicating the date, time, and place of the meeting and describing the matters to be discussed and acted upon at the Special Meeting. Such notice may be waived by a quorum of the directors in attendance at such meeting.
ARTICLE V
VOTING
At all meetings, all votes shall be by voice. In the event that it is not possible to obtain a quorum for a meeting to elect directors or officers, the President may direct that the treasurer and/or secretary send out written ballots to the members who shall return such ballots to the place designated on the ballots.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
ARTICLE VI
ORDER OF BUSINESS OF ANNUAL MEETING
- Roll call.
- Reading of the Minutes of the preceding meeting.
- Reports of Committees.
- Reports of Officers.
- Old and Unfinished Business.
- New Business.
- Adjournments.
ARTICLE VII
BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors consisting of a maximum of 15 members. A majority of the directors elected shall be a resident of the State of Maine and a citizen of the United States. The President of the organization by virtue of his/her/their office shall be Chairman of the Board of Directors and each officer shall also by virtue of his/her/their office be a member of the Board of Directors.
Directors may be nominated by any member but they shall be vetted and chosen by a fifty-one percent (51%) majority vote of the presently constituted Board, serve for a renewable term of (3) years and be ratified at the next annual membership meeting.
The Board of Directors shall have the control and management of the affairs and business of this Corporation. Such Board of Directors shall only act in the name of the Corporation when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
Fifty-one percent (51%) of the members of the Board of Directors shall constitute a quorum and their meetings shall be held at least quarterly. The Chairman of the Board of Directors may opt to cancel the meeting if there is no business to discuss.
Each director shall have one (1) vote. Such voting may be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.
The Board of Directors shall select from one of their members a Secretary.
A director may be removed when sufficient cause exists for such removal. Cause shall be defined as an inability or unwillingness to work towards the purposes of the UMVA expressed herein. The Board of Directors at any regular or special meeting may remove a Director who has clearly demonstrated an unwillingness or inability to serve as a Director. The Board of Directors shall not remove a Director for cause unless, the Director is given written notice of the grounds for removal ten (10) days in advance of the meeting at which removal will be considered. A Director who has been absent without excuse from three (3) consecutive meetings of the Board may forfeit the office. The Board of Directors may entertain charges against any director. A director may be removed by a fifty-one percent (51%) majority vote of the Board of Directors
Following the death of a Director or receipt of a Director’s written notice of resignation, the Board of Directors may elect a replacement to complete the Director’s term.
ARTICLE VIII OFFICERS
The initial officers of the organization shall be as follows:
President: Vice President: Secretary: Treasurer:The President shall preside at all membership meetings. He/she/they shall present at each annual meeting of the organization an annual report of the work of the Corporation. He/she/they shall appoint all committees, temporary or permanent. He/she/they shall see that all books, reports, and certificates required by law are properly kept or filed. He/she/they shall be one of the officers who may sign the checks or drafts of the Corporation. He/she/they shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall in the event of the absence or inability of the president to exercise his/her/their office become acting president of the Corporation with all the rights, privileges, and powers as if he/she/they had been the duly elected president. He/she/they shall share some of the Presidents duties as may be deemed appropriate. He/she/they shall see to it, in conjunction with the Secretary (and or legal clerk), that all books, reports, and certificates required by law are properly kept or filed.
The Secretary shall keep the minutes and records of the Corporation in appropriate books. It shall be his/her/their duty to file any certificate required by any stature, federal or state. He/she/they shall give and serve all notices to members of this Corporation. He/she/they shall be the official custodian of the records and seal of this Corporation. He/she/they may be one of the officers required to sign the checks and drafts of the Corporation. He/she/they shall present to the membership at any meetings any communication addressed to him/her/them as secretary of the Corporation. He/she/they shall submit to the Board of Directors any communications which shall be addressed to him/her/them as Secretary of the Corporation. He/she/they shall attend to all correspondence of the Corporation and shall exercise all duties incident to the office of Secretary. He/she/they shall act as liaison with any outside Advisory Board, receive and file a copy of minutes from chapter meetings, and receive and file a copy of any annual feedback surveys.
The Treasurer shall have the care and custody of all monies belonging to the Corporation and shall be solely responsible for such monies or securities of the Corporation. He/she/they shall cause to be deposited in a regular business bank or trust company a sum not exceeding the amount necessary to carry on the regular business of the Corporation, and the balance of the funds of the Corporation shall be deposited in a savings bank account, except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit Corporation He/she/they must be one of the officers who shall sign checks or drafts of the Corporation. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He/she/they shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Corporation and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/she/they shall exercise all duties incident to the office of the Treasurer.
Officers shall by virtue of their office be members of the Board of Directors. Officers may be nominated by any member but they shall be vetted and chosen by a fifty-one percent (51%) majority vote of the presently constituted Board, serve for a renewable term of (3) years and be ratified at the next annual membership meeting. If Officers’ terms do not coincide exactly with their terms on the Board, the Officer terms shall take precedent as the more consequential terms, unless the Board decides otherwise by exception.
No officer shall for reason of his/her/their office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director of officer.
ARTICLE 1X
SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X
COMMITTEES
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by action of the Board of Directors.
ARTICLE XI
ACCOUNTING YEAR
The Board of Directors may adopt as the accounting year of the Corporation a fiscal or calendar year as the interest of the Corporation may require. Within ninety (90) days after the close of each accounting year, the Treasurer shall prepare a financial statement of the Corporation operation for the preceding year, and a statement of the assets and liabilities of the Corporation. These reports shall be submitted to the Directors, and shall be presented to the Secretary of the Corporation to be placed in the minutes.
ARTICLE XII
FINANCES
All dues, income, receipts, and other funds of the Corporation shall be deposited in the name of the Corporation in one or more checking or savings accounts in the one or more financial institutions in Maine to be controlled by the Treasurer. No withdrawals shall be made nor checks issued from such accounts unless signed by the Treasurer or other officer authorized by resolution of the Board of Directors. Incidental expenses of up to three-hundred dollars ($300.00) may be paid by the Treasurer of the President without such approval. This shall not apply to grant monies received by the UMVA acting in its capacity as a “pass through” or fiscal entity for individuals receiving grants through the UMVA, nor shall it apply to the “Maine Masters Project”.
The Board of Directors may authorize investment of funds of the Corporation in any securities permitted under the laws of Maine for the investment of fiduciary funds.
ARTICLE XIII
PROCEDURE
Proceedings at all meetings shall be governed by Roberts Rules of Order, Revised, in all cases where such rules are applicable, and in which they do riot conflict with these By-Laws.
ARTICLE XIV
AMENDMENTS
These by-laws may be amended or repealed by the affirmative vote of two-thirds of the Board of Directors present at any annual regular, or special meeting of the Board of Directors, provided written notice of the proposed amendment(s) is given to the Directors at least ten (10) days in advance of the meeting at which they are to be acted upon.
ARTICLE XV
CONFLICTS OF INTEREST, CONTRACTS
AND SERVICES OF DIRECTORS AND OFFICERS
Immediately upon election or appointment to the Board, all Directors shall disclose any relevant interest which may pose conflict of interest questions. Disclosures shall include any interest in any corporation, organization, or partnership which provides professional or other services to housing corporation or organizations working with housing corporations. Disclosure statements shall be available to any Director.
When any matter comes before the Board or any committee of the Board in which a Director has an interest, that interest shall be immediately disclosed to the Board.
Whether a Director has an interest in a matter shall be determined by whether that person would derive an individual economic benefit, either directly from the decision on the matter by the Board or Committee. An “interest” is not intended to include positions on legislative matters of general impact.
No Director shall vote on any matter in which he/she/they have an interest.
The Board may, by majority vote, ask any Director who has an interest in a matter not to participate, or to leave the room in which discussion is carried on, provided however that the interested Director may participate in any discussion regarding his/her/their exclusion.
Directors shall not attempt to influence other Directors regarding matters in which they are interested, without disclosing that interest.
ARTICLE XVI
TELEPHONE OR ELECTRONIC VOTE
Any action or vote, which may be taken by the Directors pursuant to these By-Laws at any regular or special meeting of the Directors may also be taken by electronic communication or telephone. Written confirmation of the Director’s approval of any resolution shall be obtained within seven (&) days of the date upon which such action or vote took place. Such confirmation shall consist of written endorsement of the specific resolution signed by a majority or the Director. No action taken pursuant to this Section of the By-Laws shall be valid until a majority of the Directors have signed the resolution. The Secretary of the Corporation shall keep the original of the resolution in the Corporation minutes.
ARTICLE XVII
GENERAL INDEMNIFICATION
The Corporation shall, to the full extent of its power to do so by law, indemnify any person who was or is a Director, Officer, or is or was serving at the request of the corporation for another c corporation, partnership, joint venture, trust, or other enterprise, against expense, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and incurred by him/her/them.
ARTICLE XVIII
SPECIAL INDEMNIFICATION
Nothing contained in these By-Laws shall prevent the Corporation, by action of its shareholders or, by action of disinterested Directors from indemnifying any person, including without limitation a Director, officer, an employee or Agent of this Corporation, in any particular case, if in the Judgement of the Corporation such indemnification should be made.
ARTICLE XIX
CHAPTERS
The Corporation encourages artists and arts supporters in geographical regions to meet and form chapters for the benefit of camaraderie, exhibit opportunities and other mutual interests and to grow the UMVA membership.
Chapters are eligible for UMVA funding, promotional support, personal liability protection and tax-exempt status as long as they support and adhere to the UMVA’s lawful purposes under the constitution and statutes of the State of Maine and the requirements of Section 501(c)(3) of the Internal Revenue Code as outlined in the UMVA by-laws.
Chapters will adhere to structural and procedural guidelines developed by the Board of Directors with chapter input.
ARTICLE XX
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(10) of the Internal Revenue Code of 1986, as amended, and as a charitable, religious, eleemosynary, benevolent, or educational corporation within the meaning of Title 13-B of the Maine Revenue Statutes as amended.