Article I – Offices of the Corporation
The principal office and place of business of the Parker Artists Guild (PAG) in the State of Colorado shall be in the Town of Parker, or at such other location as the Board of Directors may from time to time determine. Other art guild offices and places of business may be established from time to time by the Board of Directors.
Article II – Board of Directors; Officers; and Committees of PAG
Section 1. Number and Qualifications of Directors.
The Board of Directors of PAG shall consist of seven (7) members. The number of directors may be increased or decreased from time to time by resolution of the Board. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Four (4) directors of the Board shall be the elected officers of PAG and three directors shall be at-large members. Directors shall be natural persons who have an interest in the mission and purposes of PAG, as stated in the Articles of Incorporation.
The Board of Directors of PAG shall consist of seven (7) members. The number of directors may be increased or decreased from time to time by resolution of the Board. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Four (4) directors of the Board shall be the elected officers of PAG and three directors shall be at-large members. Directors shall be natural persons who have an interest in the mission and purposes of PAG, as stated in the Articles of Incorporation.
Section 2. Election and Tenure of Directors.
a. A proposed slate for the PAG Board shall be sent in the PAG newsletter and posted on the PAG website, along with notice of the annual meeting, at least thirty (30) days before the October annual meeting of the members. Nomination of additional candidates may be made by electronic mail to the Secretary of PAG within ten (10) days of posting of the slate on the PAG website.
a. A proposed slate for the PAG Board shall be sent in the PAG newsletter and posted on the PAG website, along with notice of the annual meeting, at least thirty (30) days before the October annual meeting of the members. Nomination of additional candidates may be made by electronic mail to the Secretary of PAG within ten (10) days of posting of the slate on the PAG website.
b. The vote for directors shall be conducted as set forth in Article V. If there are more individuals nominated than positions to be filled, then the individuals receiving the greatest number of votes shall be elected.
c. The new directors will be installed at the general monthly meeting in November and assume duties at the beginning of the new calendar year. The term of office for directors at-large shall be one (1) year and until his or her successor has been elected and qualified, unless he or she sooner resigns or is removed, except for the Vice President who will serve as the next President of PAG and the Treasurer who serves a two (2) year term.
Section 3. Duties of Board.
The Board shall be responsible for the overall policy and direction of PAG, and shall delegate responsibility for day-to-day operations to the President, assigned committees and members. A director of PAG shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of PAG, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. The Board shall receive no compensation for serving on the board of PAG except that PAG may reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board.
The Board shall be responsible for the overall policy and direction of PAG, and shall delegate responsibility for day-to-day operations to the President, assigned committees and members. A director of PAG shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of PAG, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. The Board shall receive no compensation for serving on the board of PAG except that PAG may reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board.
Section 4. Removal; Resignation and Vacancies of Directors.
A director may be removed for cause by the members by a two-thirds vote at a meeting at which a quorum is present. A director may resign at any time by giving written notice of resignation to PAG. Board vacancies may be filled for the unexpired term of the director who was removed or has resigned by a majority vote of the members
A director may be removed for cause by the members by a two-thirds vote at a meeting at which a quorum is present. A director may resign at any time by giving written notice of resignation to PAG. Board vacancies may be filled for the unexpired term of the director who was removed or has resigned by a majority vote of the members
Section 5. Director Liability.
In addition to any limitation on liability set forth in the Articles of Incorporation, the Board shall not be personally liable for debts or obligations of PAG.
In addition to any limitation on liability set forth in the Articles of Incorporation, the Board shall not be personally liable for debts or obligations of PAG.
Section 6. Officers.
The officers of PAG shall be President, Vice President, Treasurer, and Secretary. Officers shall be elected annually or biennially by the members at the annual meeting in accordance with the procedure in Section 2 above.
The officers of PAG shall be President, Vice President, Treasurer, and Secretary. Officers shall be elected annually or biennially by the members at the annual meeting in accordance with the procedure in Section 2 above.
Section 7. Duties of Elected Officers.
a. The President shall have executive supervision over the activities of PAG and shall preside over all meetings. The President shall report annually on the activities of PAG, and shall appoint committee chairs and other delegates not otherwise provided for. The President shall be considered an ex-officio member of all committees. The President shall also maintain a master file of all Board records, reviewable by any active member by appointment.
a. The President shall have executive supervision over the activities of PAG and shall preside over all meetings. The President shall report annually on the activities of PAG, and shall appoint committee chairs and other delegates not otherwise provided for. The President shall be considered an ex-officio member of all committees. The President shall also maintain a master file of all Board records, reviewable by any active member by appointment.
b. The Vice President shall assume the duties of the President in the event of absence, incapacity, or resignation, and shall assist the President whenever possible in their duties. The Vice President shall accede to the position of president, unless he or she sooner is removed or resigns from office.
c. The Treasurer shall keep the financial records of PAG, collect all funds, assist in the preparation of the annual budget, and with Board approval, invest funds, pay debts and expenses, and disperse funds. The Treasurer will also see to the preparation of all tax returns, balance all accounts, have written reports available at all meetings. The Treasurer shall assume the duties of the President if either the President or Vice President is absent at any meeting. The Treasurer’s books may be audited regularly, and at the time of transfer to the new Treasurer, by a person or persons appointed by the President.
d. The Secretary shall keep the minutes of PAG Board meetings and member meetings. The Secretary shall assist Board members and committee chairs with needed correspondence.
Section 8. Committees.
The Board may establish by resolution one or more committees as deemed necessary by the Board and may appoint the members thereof. The President shall appoint a chair for each committee. Each committee shall have and may exercise such authority as provided in the Board resolution creating the committee. All committees of the Board shall keep regular minutes of their respective transactions and shall report their actions to the Board at the meeting of the Board next following such actions.
Section 9. Record Retention. Each director and committee chair is responsible for keeping a written record of their term, as well as all notes, properties and monies associated with that office. These shall be presented to the office’s successor.
The Board may establish by resolution one or more committees as deemed necessary by the Board and may appoint the members thereof. The President shall appoint a chair for each committee. Each committee shall have and may exercise such authority as provided in the Board resolution creating the committee. All committees of the Board shall keep regular minutes of their respective transactions and shall report their actions to the Board at the meeting of the Board next following such actions.
Section 9. Record Retention. Each director and committee chair is responsible for keeping a written record of their term, as well as all notes, properties and monies associated with that office. These shall be presented to the office’s successor.
ARTICLE III – Membership
Section 1. Classes; Qualifications.
Membership in PAG is open to professional and amateur artists in all media, as well as to students, and art enthusiasts and patrons interested in furthering the appreciation of the visual arts. There shall be two general classes of membership: (a) individual; and (b) family; an honorary membership may be conferred on persons who have supported the arts and PAG over a prolonged period of time at the discretion of the Board. The Board shall from time to time delineate membership privileges of each class of membership. Members under the age of eighteen may have privilege restrictions, as determined by the Board from time to time.
Membership in PAG is open to professional and amateur artists in all media, as well as to students, and art enthusiasts and patrons interested in furthering the appreciation of the visual arts. There shall be two general classes of membership: (a) individual; and (b) family; an honorary membership may be conferred on persons who have supported the arts and PAG over a prolonged period of time at the discretion of the Board. The Board shall from time to time delineate membership privileges of each class of membership. Members under the age of eighteen may have privilege restrictions, as determined by the Board from time to time.
Section 2. Dues.
All members shall be required to pay dues to PAG in an amount approved by the Board annually. Dues may be prorated as the Board determines for new members only. Dues shall be paid on an annual basis, consistent with the fiscal year of PAG. Only members current in dues will be eligible to vote, to participate in member exhibitions, to attend workshops and to participate in sponsored activities. Only the names of members current in dues shall be published in the Membership Directory.
All members shall be required to pay dues to PAG in an amount approved by the Board annually. Dues may be prorated as the Board determines for new members only. Dues shall be paid on an annual basis, consistent with the fiscal year of PAG. Only members current in dues will be eligible to vote, to participate in member exhibitions, to attend workshops and to participate in sponsored activities. Only the names of members current in dues shall be published in the Membership Directory.
Section 3. Privacy.
The Privacy of all PAG members shall be maintained at all times. Membership information may not be used for any purpose that is not in keeping with the mission and the purposes of PAG.
The Privacy of all PAG members shall be maintained at all times. Membership information may not be used for any purpose that is not in keeping with the mission and the purposes of PAG.
ARTICLE IV – Meetings
Section 1. Member Meetings.
Member meetings of the PAG Membership shall be held monthly, allowing for exceptions and special meetings as deemed necessary by the Board. The schedule for all membership regular meetings shall be posted on the PAG website no less than thirty (30) days prior to the meeting dates. Special meetings of the membership may be called by the Board upon the action of the Board or upon the request of ten (10) members. The notice of any special meeting shall be posted on the PAG website and sent by electronic mail no less than ten (10) days prior to the meeting, along with the purpose of the meeting. Attendance at a meeting shall be considered waiver of notice of any meeting unless a member objects at the start of the meeting.
Member meetings of the PAG Membership shall be held monthly, allowing for exceptions and special meetings as deemed necessary by the Board. The schedule for all membership regular meetings shall be posted on the PAG website no less than thirty (30) days prior to the meeting dates. Special meetings of the membership may be called by the Board upon the action of the Board or upon the request of ten (10) members. The notice of any special meeting shall be posted on the PAG website and sent by electronic mail no less than ten (10) days prior to the meeting, along with the purpose of the meeting. Attendance at a meeting shall be considered waiver of notice of any meeting unless a member objects at the start of the meeting.
Section 2. Board Meetings.
Board meetings of the PAG Board shall be held monthly, allowing for exceptions and special meetings as deemed necessary by the Board. The schedule for the regular meetings of the Board shall be determined annually by resolution of the Board. Special meetings may be called by any board member providing all board members are notified by electronic mail at least 24 hours in advance. Attendance at a meeting shall be considered waiver of notice of any meeting unless a director objects at the start of the meeting
Board meetings of the PAG Board shall be held monthly, allowing for exceptions and special meetings as deemed necessary by the Board. The schedule for the regular meetings of the Board shall be determined annually by resolution of the Board. Special meetings may be called by any board member providing all board members are notified by electronic mail at least 24 hours in advance. Attendance at a meeting shall be considered waiver of notice of any meeting unless a director objects at the start of the meeting
Section 3. Quorum.
A quorum for purposes of the PAG membership meetings shall be one third of the members one third of the members. A quorum for purposes of the PAG Board shall be a majority of the current Board members. Unless otherwise stated in these Bylaws, motions shall pass by a simple majority of the persons present at a meeting at which a quorum is present.
A quorum for purposes of the PAG membership meetings shall be one third of the members one third of the members. A quorum for purposes of the PAG Board shall be a majority of the current Board members. Unless otherwise stated in these Bylaws, motions shall pass by a simple majority of the persons present at a meeting at which a quorum is present.
Section 4. Annual Meeting.
The annual meeting of the membership shall be the October regular meeting of the members. The annual meeting of the Board shall be held following the PAG membership meeting.
The annual meeting of the membership shall be the October regular meeting of the members. The annual meeting of the Board shall be held following the PAG membership meeting.
Section 5. Action by Written Ballot – Members.
Any action, including the election of directors, that may be taken at any annual, regular or special meeting of the members may be taken without a meeting if PAG delivers a written ballot by U.S. mail, by personal delivery or by electronic mail to every member entitled to vote on the matter. The written ballot shall (a) state each proposed action and (b) provide an opportunity to vote for or against each proposed action. The solicitation for votes by written ballot shall (i) indicate the number of responses needed to meet quorum requirements; (ii) the percentage of votes needed to approve each action (other than election of directors); (iii) state the date and time by which a ballot must be received by PAG in order to be counted; and (iv) provide sufficient explanation of each proposed action to permit each person casting a vote to reach an informed decision. A ballot may be cast by returning the completed written ballot to PAG by U.S. mail, by personal delivery or by electronic mail by the deadline stated in the solicitation for votes. Approval by written ballot shall be valid only when the total number of votes cast by ballot equals or exceeds the quorum required at a meeting AND the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting. A vote by written ballot may not be revoked.
Any action, including the election of directors, that may be taken at any annual, regular or special meeting of the members may be taken without a meeting if PAG delivers a written ballot by U.S. mail, by personal delivery or by electronic mail to every member entitled to vote on the matter. The written ballot shall (a) state each proposed action and (b) provide an opportunity to vote for or against each proposed action. The solicitation for votes by written ballot shall (i) indicate the number of responses needed to meet quorum requirements; (ii) the percentage of votes needed to approve each action (other than election of directors); (iii) state the date and time by which a ballot must be received by PAG in order to be counted; and (iv) provide sufficient explanation of each proposed action to permit each person casting a vote to reach an informed decision. A ballot may be cast by returning the completed written ballot to PAG by U.S. mail, by personal delivery or by electronic mail by the deadline stated in the solicitation for votes. Approval by written ballot shall be valid only when the total number of votes cast by ballot equals or exceeds the quorum required at a meeting AND the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting. A vote by written ballot may not be revoked.
Section 6. Meetings by Teleconference.
The Directors of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at a meeting.
The Directors of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at a meeting.
ARTICLE V– Financial Matters
Section 1. Contracts.
The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of PAG and such authority may be general or confined to specific instances.
The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of PAG and such authority may be general or confined to specific instances.
Section 2. Loans or Grants.
The Board, or persons so designated by the Board, may solicit contributions, loans or grants for the purpose of furthering the objectives of PAG. No loans shall be contracted for or on behalf of PAG and debt shall be issued in the name of PAG unless authorized by a resolution of the Board of Directors. PAG shall not make contributions, loans, or grants to any officer or director of the Corporation.
The Board, or persons so designated by the Board, may solicit contributions, loans or grants for the purpose of furthering the objectives of PAG. No loans shall be contracted for or on behalf of PAG and debt shall be issued in the name of PAG unless authorized by a resolution of the Board of Directors. PAG shall not make contributions, loans, or grants to any officer or director of the Corporation.
Section 3. Checks, Drafts, and Notes.
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of PAG shall be signed by such officer or officers of PAG and in such manner as shall from time to time be determined by resolution of the Board of Directors.
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of PAG shall be signed by such officer or officers of PAG and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of PAG shall be deposited from time to time to the credit of PAG in such banks, trust companies, or other custodians as the Board of Directors may select.
All funds of PAG shall be deposited from time to time to the credit of PAG in such banks, trust companies, or other custodians as the Board of Directors may select.
Section 5. Investment Managers.
The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and investment of the assets of the Corporation.
The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and investment of the assets of the Corporation.
Section 6. Accountings, Disbursements.
Within 90 days after the close of each fiscal year of PAG, the Board of Directors shall cause to be prepared statements revealing the financial condition of PAG, its receipts and disbursements, and a list of its assets, prepared in accordance with generally accepted accounting principles consistently applied.
Within 90 days after the close of each fiscal year of PAG, the Board of Directors shall cause to be prepared statements revealing the financial condition of PAG, its receipts and disbursements, and a list of its assets, prepared in accordance with generally accepted accounting principles consistently applied.
Section 7. Fiscal Year.
The fiscal year of PAG shall be the calendar year.
The fiscal year of PAG shall be the calendar year.
ARTICLE VI – Amendments
These bylaws of PAG may be revised, amended, or otherwise changed by recommendation of the Board to the members and a majority vote of the members present at a meeting at which a quorum is present. The PAG monthly newsletter and PAG website shall carry notification of the proposed changes at least thirty (30) days before the vote.
ARTICLE VII – Conflicts of Interest
Any conflicts of interests between a director and PAG shall be disclosed and handled in the manner set forth in the Conflicts of Interest Policy adopted by the Board.
ARTICLE VIII– Construction and Terms
If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of PAG, the provisions of the Articles of Incorporation shall govern.
Amended February 2011
Amended June 2010
Amended April 2008
Amended May 2006
Amended June 2010
Amended April 2008
Amended May 2006
Click here to print : PAG By-laws – 2/2011