Arts United | Fall River By-Laws
download pdf

Article 1
Name & Mission Statement

The Organization will be known by the name of Arts United/Fall River and will have a corporate logo mark and such other device or inscription as the Board of Directors will determine. The Board of Directors may change the logo and the inscription if and when they deem necessary.

The mission statement of this Organization will be: To foster and promote the visual and performing arts and to explore and encourage greater participation in the arts throughout Fall River’s diverse community.

Article 2
Officers

The officers of Arts United/Fall River (the Organization) will be a President, a Vice-President, a Clerk and a Treasurer. Seven Directors will serve with the four officers to comprise the Board of Directors. The immediate Past-President will be a non-voting member of the Board for a period of one year from the expiration of his or her term as President.

The officers and the Directors will each serve a term of two years. No Director or Officer will be allowed to serve more than two full terms without first waiting an interval before he or she is eligible for re-election. The Past-President will be eligible for re-election to any position.

The officers and Directors will be elected at the annual May meeting of the general membership of the Organization. Upon a vacancy occurring to any of the officers by reason of death, resignation, firing or any other cause, except by expiration of term of office, that vacancy will be filled by a vote of the Board of Directors, and the officer so elected to fill the vacancy will hold office until the expiration of the term of the predecessor. Should the officer-elect be a current Director, the Board will also elect a temporary Director to fill their seat. An officer or Director may be fired only by vote of a general membership meeting. A President fired by the membership will not sit as past-President on the Board.

Article 3
The Power of the Board of Directors

The Board of Directors will have all the powers usually vested in the running of a business, including complete responsibility for directing, managing and controlling the property and financial well-being of the Organization. They will have the power to acquire by purchasing or otherwise hold, own, develop, improve, create, sell, convey, exchange, mortgage, lease, rent, and otherwise deal or trade-in, and dispose of, real property or any other property or rights therein owned by the Organization or to be acquired by the Organization.

The Board will have the right and power to make all contracts and agreements on behalf of the Organization as they may deem necessary or expedient for the success of the Organization. They will employ and fire all persons and agents as they may deem necessary and proper for conducting their business and shall determine the duties and compensation of each.

The Board will have the power to authorize any officer of the Organization to execute in its name, and as its act, any written instrument of the Organization by vote specifically authorizing it.

The Board may in its discretion submit any contract or act for approval or ratification at any annual meeting of the full membership or at any full membership meeting called for the purpose of considering such a ratification, but the acts of the Board will be just as valid and binding upon the Organization as if they had been approved or ratified by every member of the Organization.

Article 4
Committees

The Executive Committee will be comprised of the four officers and it will meet every month on the same date as the Board meets, just prior to it, or whenever the President may send out a call as necessary.

In addition, the Board of Directors will elect a Nominating Committee, whose three members will not be current members of the Board. The Nominating Committee will meet one month prior to each May meeting of the general membership and present to that meeting a list of two nominees for the position of each officer and Director. No member of that Nominating Committee may be eligible for election as an officer. The date of the first election meeting will be set by vote of the general membership.

The Board of Directors will elect from among it’s own members, after each annual general election, chairpersons to run the following committees listed below. The Board will set the agendas for each committee and the chairpersons will report to the President and will present to the Board, at least quarterly, a review of their work. The chairpersons will each be responsible for enlisting at least two general members to comprise their committee. The committees will include:

• Strategic Planning and Development
• Fundraising
• Finance
• PR/Marketing
• Outreach & Membership
• Website

Article 5
Quorum

One-third attendance of the Board of Directors will constitute a quorum for the transaction of business at a regular Board meeting, but a less number will adjourn any meeting. Attendance by ten percent of the number of members in good standing will constitute a quorum at any meeting of the general membership. The quorum will be certified by the Clerk by means of a sign-in sheet. When a quorum is present at any meeting a majority of the members present will decide a vote, unless, by these by-laws, a larger or different vote is required, in which case the necessary means for attaining that quorum will be taken by the Clerk.

Article 6
Meetings of the Board of Directors

All meetings of the Board will be held in the Greater Fall River area. The Board will hold monthly meetings with the possible exception of not more than three meetings that may be canceled by vote of the Board. Meetings will be held at such time and place as called by the Clerk at the request of the President, or any three members of the Board, upon notice being sent to each member of the Board at least one week in advance, or, in the case of emergency, at least 24 hours in advance. Such notice will specify the time, place and the agenda of the meeting.

Article 7
President

The President will be the Chief Executive Officer of the Organization and will chair all meetings of the membership and of the Board of Directors. The President will sign all membership certificates, deeds, mortgages, notes, contracts or agreements of this Organization and will perform all duties commonly incident to this office and as required by the Statutes of the Commonwealth of Massachusetts.

Article 8
Vice-President

The Vice-President will perform the duties and have the powers of the President whenever the President is absent or disabled, and will perform such other duties as the Board may designate, so long as they do not conflict with the powers and duties of the President.

Article 9
Clerk

The Clerk will be responsible for taking minutes at all meetings and seeing that those minutes are disseminated to each Board member for the Board meetings, and each regular member for the general membership meetings. The Clerk will also be responsible for the call to meetings and any other information that the Board may need to disseminate to the Board or the membership. A Corresponding Secretary will assist in the dissemination and the maintenance of contact data.

Article 10
Treasurer

The treasurer will have the care and custody of the money, funds, valuable papers and documents of this Organization and will have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to this office: i.e., he or she will deposit all funds in a suitable bank, will borrow as the Board may instruct and will endorse all deposits or withdrawals, promissory notes, bills of exchange, orders for the payment of money or other negotiable instruments and to cause the same to be endorsed for such purpose by a rubber stamp payable to this Organization.

He or she will keep accurate ledgers and receipts of this Organization’s financial transactions, which will be the property of this Organization and, together with all it’s property in his or her possession, will be subject at all times to the inspection and control of the Board of Directors. The treasurer will present a review of the accounts at every Board Meeting. The accounts will be audited by a CPA at the end of each fiscal year.

Article 11
Membership Meetings

All meetings of the general membership will be held in the Greater Fall River area, at a place and time designated by the Board of Directors and so stated in the call.

The quarterly meetings of the general membership of this Organization will be held in the evening on the second Monday in May, August, November, and February of each year, if not a legal holiday, or if so, then on the next succeeding Monday that is not a legal holiday. The fiscal year of this Organization will end on the 30th day of April each year.

Special meetings of the general membership of this Organization will be held whenever the President, the Board of Directors, or 10% of the general membership will make an application to the Clerk.

Article 12
Membership

There will be various levels of membership in this Organization. The appropriate level of annual dues and benefits for each will be decided by the Board and approved by the general membership. These levels will include:

• Regular Membership:
  An individual, of at least 16 years of age. A regular membership will carry the right to vote at any general membership meeting or referendum. Each member will have free access to list their activities on the calendar/website.
• Life Membership:
  Same as Regular Membership, offered as a special opportunity or bestowed as an honor by the Board.
• Organization Membership:
  Any organization involved in the arts in Fall River with more than ten members will pay annual dues to support Arts United/Fall River. Each member Organization will have free access to list their events on the calendar/website. To avoid the potential complications, the right to vote will reside with each individual who has become a Regular Member.

Article 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an uncompensated Director, chair, chair elect, treasurer of the Society or who at the request of the Society may serve at any time has served as a fiduciary, trustee of an employee benefit plan of the Society (collectively, “Indemnified Officers”, or individually, “Indemnified Officer”), against all expenses and liabilities, including, without limitation, counsel, fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such Indemnified Officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a “proceeding”) in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such Indemnified Officer unless the proceeding was authorized by a majority of the full Board); provided that no indemnification shall be provided for any such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been fully adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer’s action was in the best interests of the Society or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and further provided that any compromise or settlement payment shall be approved by the Society in the same manner as provided below for the authorization of indemnification.

Such Indemnification may, to the extent authorized by the Board of the Society, include payment by the Society of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if such Indemnified Officer shall be not entitled to indemnification under this paragraph, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.

The payment of any indemnification or advance shall be conclusively deemed authorized by the Society under this Article, and each Director and officer of the Society approving such payment shall be wholly protected, if:

• the payment has been approved or ratified (1) by a majority vote of a quorum of either (a) the members of the Society who are not at that time parties to the proceeding or (b) the Directors who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board (in which selection Directors who are parties may participate); or
• the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the Directors in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the Board; or
• the Directors have otherwise acted in accordance with the standard of conduct applied to Directors under Chapter 180 of the Massachusetts General Laws, as amended; or
• a court having jurisdiction shall have approved the payment.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of any Indemnified Officer entitled to indemnification hereunder.

The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which Society employees, agents, Directors, officers and other persons may be entitled by contract or otherwise by law.

No amendment or repeal of the provisions of this Article which adversely affects the right of an Indemnified Officer under this Article shall apply with respect to such Indemnified Officer’s acts or omissions that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.

Article 14
Amendments

These by-laws may be amended by vote of the majority of the general membership in good standing.