To read our bylaws, click on the first page and it will go full screen and then you can click through the rest of the pages. Proposed changes are in the box below the current by-laws.
By-Laws of the Adams County Arts Council - PROPOSED CHANGES - TO BE VOTED ON**********
These By-Laws, revised and adopted October26, 2021 by the Board of Trustees of the Adams County Arts Council and to be ratified by the general membership of the Adams County Arts Council at its annual meeting supersede all previous constitutions, by-laws, rules and regulations and amendments thereto.
Article 1 – Business Entity and Purpose
The Adams County Arts Council is an Ohio public, not-for-profit corporation organized and operated pursuant to Section 501 (C) (3) of the United States Internal Revenue Code. Its purpose is to bring, promote and disseminate quality Arts and Culture to the citizens of Adams County, Ohio, and environs, and to provide upon termination or dissolution of the corporation transfer of all of its assets to a similar not-for-profit cultural organization qualifying under Section 501 (C) (3) of the United States Internal Revenue Code as it now exists or may be hereafter amended.
Article II – Memberships
All persons who agree to abide by the By-Laws of this organization and pay the dues established by the Board of Trustees are eligible for membership in the Adams County Arts Council.
Classes of Members
Individual – Any person 18 years of age or older. Individual members have the right to vote at membership meetings, are eligible to be elected to the Board of Trustees, may hold office, serve on committees and participate in any and all functions and activities of the Council.
Family – Each member of an immediate family, living in the same household, 18 years of age or older shall have all rights and privileges of an individual member. Each family member, living in the same household, under the age of 18 shall have all rights and privileges as a Junior member.
Junior – Any member under the age of 18 years may participate in all functions and activities of the Council but is not entitled to vote or hold office.
Honorary Life Membership – May be awarded to any member or patron of the Adams County Arts Council for meritorious and lengthy service to the organization by majority vote of the Board of Trustees. Honorary life members may hold all privileges of active membership.
General Membership Meeting – The Board of Trustees shall schedule a General Membership Meeting to be held within three months prior to the beginning of the fiscal year. Thereafter the President may call additional general membership meetings as he or she deems necessary.
Notice of General Membership Meetings – The secretary shall give notice in writing to each current member of a scheduled General Membership Meeting at least two weeks in advance of such meeting by placing such notice in the Arts Council Newsletter, posting notice on the Arts Council website, and posting notice on the Arts Council’s Facebook page and by placing an announcement of such meeting in a newspaper of general circulation in Adams County, Ohio.
Article III - Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31.
Article IV – Board of Trustees
The day to day activities of the council shall be vested in a Board of Trustees elected by the general membership at the (first) general membership meeting provided for in Article II sub-paragraph C above. (of the fiscal year.)
The Board of Trustees shall consist of nine members, each serving a term of three years.
Three members are elected each year in rotating succession. The secretary shall keep records of the terms of the Trustees.
The Board of Trustees shall meet regularly on such dates as determined by the Board. The Secretary of the Board of Trustees shall place notice of such meeting on the Adams County Arts Council Web page and on the Adams County Arts Council Facebook page no less than seven days prior to the meeting.
The President of the Board of Trustees may call a special meeting to address specific issues only.
Any member of the Board of Trustees may motion to move into executive session when a matter of sensitive nature arises in a regular Board Meeting. The Board shall debate the motion and vote. A majority vote is required to enter into an Executive Session.
All regular Board of Trustee Meetings shall be open to all members of the Adams County Arts Council.
Nominating Committee – Prior to three months before each annual general membership meeting the president shall appoint a nominating committee composed of three members of the Adams County Arts Council. Said committee shall provide a slate of nominees for the Board of Trustees from the membership of the Adams County Arts Council to serve in such capacity if elected. The slate of nominees shall be presented to the members of the Council at the annual membership meeting. Such slate of nominees shall not preclude nominations from the floor at said meeting.
Article V – Officers
At the first meeting of the Board of Trustees following the Annual General Membership Meeting, the Trustees shall elect from their Board the following officers: President, Vice President, Secretary and Treasurer.
The President shall be the chief executive officer of the Council and will preside at all Board of Trustee and General Membership Meetings. The President shall be responsible for the agenda of each meeting. In the President’s absence, the Vice President shall serve in such capacity. The President, with the advice and consent of the Board of Trustees shall appoint all members and chairpersons of standing and temporary committees.
The Vice President shall assist the President in council activities and perform the President’s duties during the President’s absence.
The Secretary shall be responsible for keeping and publishing minutes of all Board of Trustee and General Membership meetings, and shall prepare all official correspondence for the organization. He/she shall also be responsible for keeping a chronological written record of all Executive Board amendments to these By-Laws, shall keep a record of the terms of the Trustees, and keep a record of attendance of Trustees at board meetings.
The Treasurer is the chief financial officer of the Adams County Arts Council and shall maintain bank accounts in such institutions as the Board of Trustees may direct, and deposit cash assets and pay all legitimate expenses to and from those accounts. The Treasurer shall submit a monthly financial statement to the Board of Trustees and open his books and records to audit or inspection by persons appointed by the President for such purposes. The Treasurer shall also present an itemized report to the Board, showing the income and expenses of all Arts Council projects within 60 days after completion of the project.
Article VI – Resignations and Vacancies
Any member of the Council or Board of Trustees may resign at any time. A vacancy on the Board of Trustees may be filled by appointment by the President. The appointed Trustee shall serve the remaining term of the vacating Trustee.
Article VII – Compensation
The Board of Trustees, committee chairpersons and committee members shall serve in such capacities without compensation, except reimbursement for out of pocket expenses or advancements. However, a Trustee or committee member contracting with the Adams County Arts Council to provide a service or goods unrelated or extraordinary to their office (e.g. theatrical set construction expenses, building construction, ticket/box office management, food services, etc.) may receive appropriate compensation.
Article VIII – Permanent Committees
The following shall be permanent committees. Persons serving on these committees must (need not) be members of the Adams County Arts Council.
Membership: This committee shall consist of no less than three members, one of whom shall be the secretary of the Board of Trustees. It shall keep listings of all current members and other relevant data and shall promote membership in the Adams County Arts Council throughout the county and environs. This committee shall organize and implement the annual meeting of the general membership.
Scholarship: This committee shall administer all scholarship funds to be awarded by or entrusted to the Adams County Arts Council. Unless otherwise provided in the origination of a particular scholarship fund, this committee shall establish and publish criteria or standards for selecting the recipient(s) of any and all scholarships owned or facilitated by the Adams County Arts Council and establish a panel of judges to select the successful recipient(s). Members of the panel of judges may be from this committee, members of the Adams County Arts Council or other individuals whom the committee deems to be qualified and impartial.
Appalachian Regional Theater: This committee shall be responsible for the production of all theatrical performances undertaken by the Adams County Arts Council. Its responsibilities shall include, but not be limited to: (a) selecting suitable plays, musical or other theatrical productions; (b) securing satisfactory venues; (c) preparing budgets for such productions; (d) establish working committees to provide, inter alia, directors, stage managers, promotion, set design and construction, technical requirements, properties, costumes, tickets, programs and other persons or committees as needed for successful theatrical productions undertaken by the Adams County Arts Council.
Newsletter: This committee shall prepare, publish and disseminate to the general membership a mailing (including electronic transmittal) giving news of Adams County Arts Council events and activities. The frequency of the publication shall be determined by the Board of Trustees.
Article IX – Temporary Committees
The Board of Trustees may create such temporary committees it deems advisable. Members of such committees shall be appointed by the president and serve at his/her pleasure. Membership in the Adams County Arts Council is not a prerequisite to serving on any temporary committee in any capacity.
Article X – Miscellaneous Provisions
Notices: Except as (for) otherwise provided herein, notices of meetings of the Board of Trustees, permanent or temporary committees shall be given by verbal, written, telephonic or electronic communication.
Proxy voting: Voting on any motion or resolution of the Board of Trustees may be given by written or verbal proxy to the president and counted as if the absent board member were physically present at the meeting where such motion or resolution is voted upon.
Quorum: (A) A quorum of the general membership shall be the number of members present at such meeting. (B) A quorum of the Board of Trustees shall be one-half of the trustees currently serving in such capacity.
Termination of a member of The Board of Trustees: Absence Unexcused absence from more than three regularly scheduled Board of Trustees meetings in any one fiscal year may (shall) result in the termination of his or her membership on the Board of Trustees. Such termination shall not preclude such member from serving on any permanent or temporary committee or from being nominated for or serving as trustee at any subsequent annual meeting of the general membership.
Amendment to these By-Laws: These By-Laws may be amended by the Board of Trustees with a vote of 2/3rds or more of the total board. Notice of the meeting of the Board of Trustees to consider such amendment(s) shall be given by the Secretary to each Board member at least seven days in advance of such meeting.
These By-Laws may also be amended by a majority vote of the members of the Adams County Arts Council attending the annual membership meeting.
These By-Laws are hereby adopted by the unanimous vote of the Board of Trustees this 26 day of October__________________2021.
Elizabeth Miskell, President Elaine Lafferty, Secretary
Adams County Arts Council