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BYLAWS OF THE MORGAN ARTS COUNCIL, INC.
May 2008

ARTICLE I
NAME: The name of this corporation is Morgan Arts Council, Inc. (MAC).

ARTICLE II
PURPOSE: MAC’s mission is “Getting Art Out There.”
As such, it shall be MAC’s purpose to sponsor, aid, encourage, advise, produce and coordinate activities dedicated to the promotion of and education in the cultural arts in Morgan County and neighboring communities. All activities and programs are designed and evaluated based on the following criteria:
• high artistic quality;
• culturally expanding;
• affordable;
• universally accessible;
• community participation.

ARTICLE III
MEMBERSHIP:
Section 1. Types of Members: Membership in MAC shall be open to the public on payment of an annual fee to be set by the Board of Directors. Categories of membership include: individual, family, business, organization.

Section 2. Privileges of Membership: Each member (including family, organization or business voting as one unit each) shall be entitled to one vote on any issues brought up before the annual meeting, and for election of the Board of Directors. Additional benefits shall be set by the Board.

ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS:
Section 1. Board of Directors: The Board of Directors shall have no fewer than 9 members and no more than 17.

Section 2. Election of Board: The Board of Directors shall be elected annually by a majority vote of the members present and voting at a publicly announced meeting. A quorum (as defined in Article V, Section 4) is required. A term shall be two years. Terms on the board are staggered. When, in accordance with the bylaws, the size of the Board is increased by more than one seat, the newly elected members will draw terms by lot with half serving a one-year term and half a two-year term. Candidates for the Board shall be nominated by a committee selected by the President. All candidates must agree to serve before being nominated. Should Board membership fall below the base number of 9 during the year, the Board may appoint a member of MAC in good standing to fill the seat until the next regularly scheduled election.

Section 3. Officers: Officers shall consist of a President, Vice President, Secretary, and Treasurer. An assistant secretary and/or treasurer may be appointed as determined by the Board. The four primary officers shall constitute the Executive Committee. In addition, the Executive Committee may name any other member of the MAC Board to its membership. The Executive Committee may not number more than six.

Section 4. Election of Officers: The officers shall be elected from among the members of the Board at a special meeting immediately following the Board’s election. Vacancies among the officers shall be filled by a majority vote of the Board.

Section 5. Duties of Officers, Executive Committee and Board:

President shall preside at all meetings of MAC and shall have general supervision over all MAC activities and personnel.

Vice President shall preside in the absence of the President.

Secretary shall be responsible for the usual duties including keeping minutes of all meetings and membership records.

Treasurer shall perform the usual duties including maintaining all financial accounts and records, and presenting a financial report at each Board meeting.

Executive Committee shall conduct the operational business of MAC. It shall report all actions to the Board at the next regular meeting. Its decisions require a two-thirds majority. Specific responsibilities and authority include:

- establishment, appointment, and supervision of all committees,
- supervision of all personnel,
- supervision of all grant submissions,
- implementation and dispersal of all expenditures in the operating and capital budget. Approval of all additional expenditures not to exceed 10% of the annual and/or capital budget, and reallocation of any grant funds.

Board of Directors shall formulate and approve all policy and operating procedures. In addition, the Board shall:

- approve funding sources and projects,
- establish and approve an annual operational and capital budget,
- approve MAC sponsored or funded projects,
- approve additional expenditures of more than 10% of the annual and/or capital budget,
- hold all funds, real estate and other tangible assets and be responsible for their allocation, distribution or assignment,
- undertake the employment and contracting of all personnel.

Section 6. Removal from Office: Removal of any officer or member of the Board can be made by a unanimous decision of the remaining Board members. Cause must be stated in writing.

ARTICLE V
GOVERNANCE:
Section 1. General Membership and Board of Directors Meetings: Publicly announced general membership meetings shall be held at least once a year to elect the Board of Directors. The Board shall meet at least quarterly.

Section 2. Executive Committee Meetings: The Executive Committee shall meet as often as necessary. A majority must be present to conduct business.

Section 3. General Meeting Notification: Notice of all general membership meetings shall be sent to all members in good standing, and published at least one week in advance in the Morgan Messenger or predominant local news outlet.

Section 4. Quorums: A quorum at the general membership meeting requires 5% of the general membership including 50% of the Board and officers. A quorum at Board meetings requires a majority of the Board and of the officers.

Section 5. Audit: An annual audit shall be conducted by an outside certified public accountant.

Section 6. Fiscal Year: The fiscal year shall be set for July 1 through June 30.

Section 7. Standard Operating Procedures: Such standing rules as are necessary for the day-to-day functioning of the organization shall be developed and approved by the Board of Directors.

ARTICLE VI
RULES OF ORDER: Current Robert’s Rules of Order shall govern MAC when not inconsistent with the bylaws.

ARTICLE VII
AMENDMENTS: These bylaws may be amended or revised by the membership at any time upon recommendation of the Board of Directors and notification of members. A 2/3 vote of a quorum of 5% of members in good standing shall be required to amend or revise. Amendments to these bylaws may originate from any member of MAC.

ARTICLE VIII
DISSOLUTION: Upon dissolution of the organization, the officers of MAC shall, after paying or making provision for payment of all liabilities of the organization, dispose of all assets of the organization in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) (3) of the IRS code of 1954, as determined by the Board of Directors.

BYLAWS
Calendar Dance Visual Arts Music Theater Arts Education About the Ice House About MAC Archives Directions Associated Links	BYLAWS OF THE MORGAN ARTS COUNCIL, INC. May 2008 ARTICLE I NAME: The name of this corporation is Morgan Arts Council, Inc. (MAC). ARTICLE II PURPOSE: MAC’s mission is “Getting Art Out There.” As such, it shall be MAC’s purpose to sponsor, aid, encourage, advise, produce and coordinate activities dedicated to the promotion of and education in the cultural arts in Morgan County and neighboring communities. All activities and programs are designed and evaluated based on the following criteria: • high artistic quality; • culturally expanding; • affordable; • universally accessible; • community participation. ARTICLE III MEMBERSHIP: Section 1. Types of Members: Membership in MAC shall be open to the public on payment of an annual fee to be set by the Board of Directors. Categories of membership include: individual, family, business, organization. Section 2. Privileges of Membership: Each member (including family, organization or business voting as one unit each) shall be entitled to one vote on any issues brought up before the annual meeting, and for election of the Board of Directors. Additional benefits shall be set by the Board. ARTICLE IV BOARD OF DIRECTORS AND OFFICERS: Section 1. Board of Directors: The Board of Directors shall have no fewer than 9 members and no more than 17. Section 2. Election of Board: The Board of Directors shall be elected annually by a majority vote of the members present and voting at a publicly announced meeting. A quorum (as defined in Article V, Section 4) is required. A term shall be two years. Terms on the board are staggered. When, in accordance with the bylaws, the size of the Board is increased by more than one seat, the newly elected members will draw terms by lot with half serving a one-year term and half a two-year term. Candidates for the Board shall be nominated by a committee selected by the President. All candidates must agree to serve before being nominated. Should Board membership fall below the base number of 9 during the year, the Board may appoint a member of MAC in good standing to fill the seat until the next regularly scheduled election. Section 3. Officers: Officers shall consist of a President, Vice President, Secretary, and Treasurer. An assistant secretary and/or treasurer may be appointed as determined by the Board. The four primary officers shall constitute the Executive Committee. In addition, the Executive Committee may name any other member of the MAC Board to its membership. The Executive Committee may not number more than six. Section 4. Election of Officers: The officers shall be elected from among the members of the Board at a special meeting immediately following the Board’s election. Vacancies among the officers shall be filled by a majority vote of the Board. Section 5. Duties of Officers, Executive Committee and Board: President shall preside at all meetings of MAC and shall have general supervision over all MAC activities and personnel. Vice President shall preside in the absence of the President. Secretary shall be responsible for the usual duties including keeping minutes of all meetings and membership records. Treasurer shall perform the usual duties including maintaining all financial accounts and records, and presenting a financial report at each Board meeting. Executive Committee shall conduct the operational business of MAC. It shall report all actions to the Board at the next regular meeting. Its decisions require a two-thirds majority. Specific responsibilities and authority include: - establishment, appointment, and supervision of all committees, - supervision of all personnel, - supervision of all grant submissions, - implementation and dispersal of all expenditures in the operating and capital budget. Approval of all additional expenditures not to exceed 10% of the annual and/or capital budget, and reallocation of any grant funds. Board of Directors shall formulate and approve all policy and operating procedures. In addition, the Board shall: - approve funding sources and projects, - establish and approve an annual operational and capital budget, - approve MAC sponsored or funded projects, - approve additional expenditures of more than 10% of the annual and/or capital budget, - hold all funds, real estate and other tangible assets and be responsible for their allocation, distribution or assignment, - undertake the employment and contracting of all personnel. Section 6. Removal from Office: Removal of any officer or member of the Board can be made by a unanimous decision of the remaining Board members. Cause must be stated in writing. ARTICLE V GOVERNANCE: Section 1. General Membership and Board of Directors Meetings: Publicly announced general membership meetings shall be held at least once a year to elect the Board of Directors. The Board shall meet at least quarterly. Section 2. Executive Committee Meetings: The Executive Committee shall meet as often as necessary. A majority must be present to conduct business. Section 3. General Meeting Notification: Notice of all general membership meetings shall be sent to all members in good standing, and published at least one week in advance in the Morgan Messenger or predominant local news outlet. Section 4. Quorums: A quorum at the general membership meeting requires 5% of the general membership including 50% of the Board and officers. A quorum at Board meetings requires a majority of the Board and of the officers. Section 5. Audit: An annual audit shall be conducted by an outside certified public accountant. Section 6. Fiscal Year: The fiscal year shall be set for July 1 through June 30. Section 7. Standard Operating Procedures: Such standing rules as are necessary for the day-to-day functioning of the organization shall be developed and approved by the Board of Directors. ARTICLE VI RULES OF ORDER: Current Robert’s Rules of Order shall govern MAC when not inconsistent with the bylaws. ARTICLE VII AMENDMENTS: These bylaws may be amended or revised by the membership at any time upon recommendation of the Board of Directors and notification of members. A 2/3 vote of a quorum of 5% of members in good standing shall be required to amend or revise. Amendments to these bylaws may originate from any member of MAC. ARTICLE VIII DISSOLUTION: Upon dissolution of the organization, the officers of MAC shall, after paying or making provision for payment of all liabilities of the organization, dispose of all assets of the organization in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) (3) of the IRS code of 1954, as determined by the Board of Directors.