Clatskanie Bloom Gallery Bylaws

Article I: Name

Section 1.

  • The name of this corporation hereinafter referred to as "The Gallery" shall be Clatskanie Bloom Gallery.

Article II: Objectives and Purposes

Section 1.

  • This corporation is established for public purpose only of non-profit and non-partisan activities and is organized exclusively for charitable purposes within the meaning of section 501c3 of the Internal Revenue Code.

Section 2.

  • It is our mission to provide support and opportunities for local artists and offer art activities and education to the community.

  • Clatskanie Bloom Gallery serves our mission by:

  • Providing a display area and sale opportunities

  • Providing art classes

  • Providing organized activities for the community to experience and appreciate the arts in our community.

  • Working together with other area civic organizations to promote visual arts.

Section 3.

  • The Gallery may receive and maintain funds of real or personal property, to use and apply the whole or part or any part of the income from and the principal thereof exclusively for charitable purposes. No part of the net earnings shall inure to the benefit of any individual, except that reasonable compensation may be paid for services rendered to or for The Gallery affecting one or more of its purposes. No part of the activities of The Gallery shall be devoted to carrying on propaganda, including the publication and distribution of statements or any other political campaign or endorsement.

Section 4.

  • The Gallery may engage in fund-raising activities, accept gifts, endorsements, grants, and bequests. Funds resulting from these means, unless given or held in trust for a special or limited purpose, shall be expended only after the approval of the Board of Directors.

Section 5.

  • In the event of dissolution of the corporation, after paying for and adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational and creative endeavors and has established its tax exempt status under section 501c3. Assets not so disposed of shall be disposed of by the Superior Court in the county in which the principal office of the corporation is then located, exclusively as the court shall determine.

Section 6.

  • Articles I and II of these bylaws setting forth the name, purpose, and objectives of The Gallery shall be considered as The Gallery’s constitution, which, notwithstanding any other provision contained herein, may be amended by a simple majority vote of those members voting by digital proxy.

Article III : Submission & Consignment Fees

Section 1.

  • The consignment fees shall be established by the Board of Directors.

Section 2.

  • General Artist Consignment Fee is 30% and the standard time period for consignment is 90 days.

Section 3.

  • The board of Directors will jury all artwork submitted.

Article IV: Officers

Section 1. Officers:

  • The officers of The Gallery shall consist of a President, Vice President, Secretary, Treasurer, and At-Large Directors (1-3), minimum a total of 5 - 7 board members.

  •  The Board shall be elected by the remaining/existing board members and shall serve the following terms:

  • President, Treasurer and one Director (MAL) (2-year terms-vote in even years);

  • Vice President, Secretary and two directors (MAL)(2-year terms-vote in odd years)

  • Services beginning January 1 or until their successors are elected using an application process. 

Section 2. The President:

  • Shall preside at all Gallery meetings, by virtue of the office.

  • Shall be the chairperson of the Board of Directors.

  • Shall call to order, conduct and adjourn the meetings according to proper order.

  • Shall present at each meeting of the organization a report the work of the organization.

  • Shall see that all books, reports, and certificates that are required by law are properly kept or filed.

  • Shall be one of the officers who may sign checks or drafts of the organization, and have such powers as may be reasonably constructed as belonging to the chief executive of any organization. 

Section 3. The Vice President

  • In the absence of the president, shall assume all the duties and responsibilities of the President

  • Shall assume other duties assigned by the Board, unless unable to perform, and then shall delegate such duties to responsible parties.

Section 4. The Secretary

  • Shall keep the minutes and accurate records of The Gallery

  • File in the appropriate record books, file any certificate required by any statute, federal or state; be the official custodian of the official records and seal;

  • Shall take roll-call of members in attendance at the board meetings and shall send a copy of all meeting minutes to the officers and attendees for approval;

  • Shall conduct nominating of Board of Directors process and voting procedures

  • Shall present to the Board of Directors any communication which shall be addressed to the organization.

Section 5. The Treasurer

  • Shall receive all monies belonging to The Gallery and disburse all funds as needed upon approval by the board.

  • All funds shall be deposited in the name of The Gallery in the designated bank.

  • The treasurer shall maintain a permanent record of The Gallery accounts and keep this record accessible at all times.

  • A financial report shall be presented to the board at each Board meeting.

  • The treasurer shall pay bills and assist in preparing the year-end annual budget and ensure that all state and federal tax forms are completed and filed for the fiscal year.

  • With the assistance of a qualified accountant and the Financial Advisor and with approval by Board, all financial records shall be subject to audit on an annual basis.

Section 6. At-Large Directors (no more than 3)

  • Serves as a representative of the full membership. The duties shall be flexible, shall address specific needs identified by the Board and provide support for ongoing initiatives.

Article V: Board of Directors and Powers

Section 1.

The elected officers constitute The Board of Directors and shall be the governing body of The Gallery and shall exercise all lawful powers necessary to conduct business and carry out its purposes as herein stated.

Section 2.

When a decision by the Board of Directors is needed at once and a meeting cannot be held, the President, or person designated by the president, may take a telephone or digital vote. Affirmative replies must be received from a majority of the board members.  This procedure may only be used by the President in case of an emergency and must be recorded in the minutes at the next regular board meeting.

Section 3.

The Board of Directors may by majority vote, suspend or expel from The Gallery a board member whose activities are not in accordance with the purposes and policies of The Gallery. This action shall be taken in a manner prescribed by parliamentary authority.

Section 4.

All members of the Board of Directors must be at least 18 years of age.

 

Article VI: Nominations and Elections

Section 1. 

A person who wishes to run for positions on the Board of Directors is to submit their application to the Gallery Secretary, in writing, stating both their name and position that they wish to run for. 

Section 2.

The election for positions on the Board of Directors shall take place bi-annually. Each charter member shall be responsible for nominating and voting for the Board.

Section 3.

All elected officers will assume office January 1 of each new term.

Section 4.

The Board will have the option to appoint a person to replace any officer who leaves before the end of their term.

Section 5.

Special elections may be called for the purpose of voting to replace a President who leaves office before term if the Vice President is unable to step into the President position until next elections.

Article VII: Meetings

Section 1.

The Board of Directors meetings shall be held no less than quarterly, at a designated date, time and place to be determined and agreed upon by the Board of Directors.

Section 2.

Special meetings of the Board of Directors may be called by the President, as needed.

Section 3.

To constitute a quorum for the transaction of business to be voted upon at regular or special meetings of the Board of Directors, there must be in attendance, a majority of the Board of Directors. All Board members must be notified of special meetings.

Section 5.

Board meetings will be structured to effectively facilitate decision-making and voting.  The order of business shall be as follows:

Roll call

Confirmation that the minutes of the preceding meeting were read and accepted online by a majority of the members of the Board.

Reports of committees

Reports of officers

Old business

New business

Adjournment

Article VIII: Committees

Section 1.

Committees will be appointed by the Board.

Article IX: Parliamentary Authority

Section 1.

All orders of Gallery business conducted at meetings of the Board shall be governed by the guidelines and rules as set forth in the Robert’s Rules of Order, Revised (Rulesonline.com), where applicable and not in conflict with the constitution or bylaws. The final authority shall rest with the President of The Gallery.

 

Article X: Amendments

Section 1.

These bylaws may be amended at any regular meeting of The Gallery by a simple majority vote of the Board Members. They must be recorded in writing and displayed for viewing by the members.

Section 2.

If a vote is needed to take action on a topic, such as voting on changing the by-laws, an e-mail vote will be allowed, and accepted as approved, with a majority in favor of the action, all board members must return a vote.

Article XI: Membership

Section 1.

Membership shall consist of the board of directors.