Bylaws of the Lexington Art League, Inc

BYLAWS OF THE LEXINGTON ART LEAGUE, INC.

ARTICLE I: NAME, LOCATION AND PURPOSE

The name of the organization shall be the Lexington Art League, Inc. (the “LAL”).The LAL shall operate as a non-profit, tax exempt corporation with corporate offices located in Lexington, Fayette County, Kentucky. The fiscal year of the LAL shall be the twelve months ending on June 30 of each calendar year.

Values: LAL affirms its commitment to:

Art’s transformative power

Artistic freedom

Exploration, risk, learning and growth

Responsible leadership in the visual arts

Art as a powerful connector of diverse people, ideas and perspectives

Vision: To envision a world where Art, Artists & Art-Making are central to human inspiration, self-realization & meaning.

Mission: To challenge, educate, enhance and engage our community through visual art

Organizational Goals:

To become a signature visual art destination and visual art axis;

To deliver or partner on programs that explore the role of visual art in contemporary life;

To develop a board of directors that is a powerful source of institutional vision, leadership, diversity and connection

ARTICLE II: MEMBERSHIP

Eligibility: Membership in the LAL shall be open to persons who are interested in the visual arts and/or the role that visual art can play in our community.

Types of Membership/Privileges: The staff of the LAL, with input from the Board of Directors (the “Board”), may establish different categories of membership and is responsible for establishing the related benefits and fees for each membership category. A member may be a person, firm or corporation. Any member in good standing shall have one vote on any matter requiring a membership vote under these bylaws. Any change in the voting rights of members shall require the approval of the Board. The LAL staff is permitted to distribute complimentary memberships to individuals who have a deep and meaningful commitment to LAL and are dedicated to furthering the goals of the organization.

Expulsion of Members: The Board or the Executive Directorshall have the right to deny or terminate the membership of anyindividual, which in the opinion of the Board or the Executive Director, may endanger the good order, welfare and character of the LAL.

Membership Meetings: The annual meeting of LAL Members shall be held in April, May or June of each year. A meeting of the Members of the LAL may be called by the Board, or upon the written request of ten (10) or more LAL members in good standing, for any purpose allowed by these Bylaws. Written notice of the date, time, place, and purpose of any such Meeting shall be prepared by the Secretary and sent to the membership via email or first class mail no less than fourteen (14) calendar days prior to the date of the meeting.

ARTICLE III: BOARD OF DIRECTORS

Board Role: The Board is responsible for overall policy and direction of the LAL, and LAL’s Executive Director is responsible for day-to-day operations of the LAL. The Board shall take a generative role and establish policies and make decisions compatible with LAL’s values, vision and mission. The Board may create one or more committees, other than those set forth in these Bylaws, by resolution, and may appoint a Director or Member to chair any such committee. All such committee members and the chair serve at the pleasure of the Board.

The LAL Board of Directors will: Reflect the cultural diversity of the community, maintain the highest ethical standards, provide strong fiscal oversight, facilitate the organization’s ability to develop and sustain resources necessary to allow LAL to grow and expand its influence, provide strong leadership and respond to changes that impact the organization’s ability to meet the objectives of the strategic plan, and serve as leaders and advocates for the arts in our community. The Board shall obtain and keep in force a directors’and officers’liability policy protecting against any liability asserted against or incurred by a Director in such capacity or arising from the Director’s status as such.

Conflict of Interests: Each Director shall conduct his or her affairs to avoid any possible conflict of interest or appearance of conflict of interest with his or her position with the LAL, unless approved by the Board. There shall be no private benefit to any Director a result of serving in such capacity. Each Director shall indicate acceptance of the separate Conflicts of Interest Statement, as adopted by the Board each year, by signing a statement to that effect.

Board Size and Composition: The Board shall be made up of up to twenty-one (21) directors, including at least three (3) elected officers (Executive Cabinet) namely, the President, one or more Vice Presidents and Treasurer. Membership on the Board will be for a term of three (3) years. If a member is appointed or elected after July 1, the first partial year will count as a whole year. Each Member of the Board shall be entitled to one vote on any matter requiring a Board vote under these bylaws. Board Members may designate another board member as their proxy for a specific meeting or issue, as long as the designation is in writing and delivered to the Vice-President at least 24 hours in advance of a Board Meeting. In order to serve on the Board, an individual must be a member in good standing of the LAL. Board members shall receive no compensation for their service, cash or otherwise, direct or indirect.

Election or Appointment of Board Members: Board Members shall be elected by a majority vote of the Directors of the LAL at the June meeting. In the event of a vacancy on the Board other than from expiration of a Director’s term, the President may appoint a Board Member to fill the vacancy for the remainder of the existing term. The Governance Cabinet shall recommend nominees and appointees for all Board Member vacancies, whether subject to election or appointment. Nominations or recommendations for Board Members may also be made by any Member in good standing at the June meeting.

Resignation and Removal of Board Members: A Director may resign at any time by delivering written notice to the Board President or Vice-President, effective when the notice is delivered unless the notice specifies a later effective date. A Director may be removed, with or without cause, by majority vote of the Board, at any regular or special meeting. Any Director who does not attend at least a majority of regularly scheduled Board meetings during each year of his or her term in office may be asked, in the discretion of the Board, to resign as a director.

Terms: Each Board Member shall serve a three-year term, and shall be eligible for re-election. However, no board member shall serve more than two consecutive three-year terms, except to complete a term as an Officer of the Board. Board Member terms shall be staggered so that approximately one-third of Board Members’terms shall expire each year. The Governance Cabinet shall contact each Board Member in advance of the expiration of the first term to determine that Board Member’s desire to seek re-election to the Board. A Director who serves two consecutive terms may be re-elected to the Board after one year’s absence.

Quorum: A quorum at any Board meeting or Special Meeting shall consist of one half the number of serving Board Members, plus one. Action may be taken by a vote of the majority of the Board members present, physically or electronically at a meeting where a quorum is present.

Regular Meetings: Regular meetings of the Board shall be held at least quarterly at a date, time, and location directed by the President.

Special Meetings: Special meetings of the Board may be called by the President or a quorum of the Board provided that sufficient notice of the time, place and purpose of the meeting is given to all general members or Board members, as the case may be.

Participation and Voting in Meetings Electronically:

A. Members of the Board and any cabinets or committees may participate in, and conduct, a meeting by telephone, web conference, or other telecommunications device or electronic communications device, as long as all persons participating can hear each other or otherwise access one another’s communications during such meeting. Participation electronically shall constitute presence in person at such meeting. In order to conduct a meeting electronically, all Directors must be notified of such intention not less than three (3) days nor more than fifteen (15) days prior to the day of the meeting, that a quorum participate, and all other provisions for a meeting be applied. A Board member may attend up to three (3) regularly scheduled Board Meetings in a fiscal year electronically, but only if at least 24 hours advance notice is provided to the President and the Executive Director.

B.Provided that the Board adopt any rules necessary to define parameters and insure maximum participation and secret ballots where necessary, voting may be held through mail, email, telecommunications device or other electronic means of communications.

ARTICLE IV: OFFICERS, ELECTIONS AND OFFICERS’DUTIES

Elected Officers: Elected officers of the Board shall be the President, one or more Vice Presidents and Treasurer. The elected officers and Cabinet Chairs shall constitute the Executive Cabinet. An officer may be elected to serve in more than one office where the Board deems such action appropriate.

Terms of Office: All elected officers shall assume the responsibilities of their respective position on July 1 of each year and shall serve a term of one (1) year. If an officer is elected after July 1, the partial year will count as a whole year.

Election of Officers: The Governance Cabinet shall present a slate of candidates, consisting of current or incoming Board Members, to the Board at the June Board meeting, which shall conduct an election by written ballot and shall report the results to the membership. However, any Board member may also be nominated from the floor for any officer position prior to such election.

Removal of Officers: Any Officer may be removed from office by the Board, in its sole discretion, by a majority vote of the Board Members at any regular or special meeting.

Vacancies of Officers: The Governance Cabinet, after seeking suggestions from the Executive Cabinet, may nominate an individual for the remainder of an officer’s term, should a vacancy occur. The vacancy may be filled from within the Board, the membership, or the general public, as long as the replacement satisfies all requirements to become a Board Member. Any nominee must be elected by a majority vote of the Board at any regular or special meeting.

Duties of the President: The President shall be a member of the Board and serve as the chief volunteer of the organization. The President shall partner with the Executive Director to promote the LAL’s mission, vision and values, and shall provide leadership to the Board in fulfilling its obligations under these Bylaws. The President shall develop meeting agendas in conjunction with the Executive Director; shall preside at all regular, special and membership meetings; shall serve as chair of the Executive Cabinet; shall appoint Cabinet Chairs in conjunction with the Governance Cabinet; shall serve as an ex officio member of all Cabinets and attend their meetings when appropriate; shall monitor the activities and compliance with fiduciary obligations by each Cabinet; and shall formally evaluate the performance of the Executive Director and the effectiveness of Board Members and the LAL as an organization, in conjunction with the Governance Cabinet. The President shall be accountable to the Board; shall guide and encourage the Board’s role in strategic planning and organizational priorities; shall review with the Executive Director issues confronting the LAL or of concern to the Board; and shall play a leading role in fundraising activities of the LAL. The President shall become Chair of the Governance Cabinet for a one year term upon the expiration of his or her term as President.

Duties of the Vice President: The Vice President shall in conjunction with the President, (a) project and maintain the public image of the LAL; (b) perform the duties of the President in his/her absence, if the President becomes unable to perform his/her duties, or is removed from office; (c) be responsible for preparing minutes of Director and Member meetings and authenticating records of the LAL; and (d) have such other powers and duties as the Board or President may assign to him/her.

Duties of the Treasurer: The Treasurer shall: (a) Chair the Finance Cabinet, (b) report on a periodic basis to the Board, the general membership, and any outside institution that the Board deems appropriate, the financial condition of the LAL, (c) have such other powers and duties as the Board or President may assign. Additionally, in conjunction with the Finance Cabinet, the Treasurer shall be responsible for (a) overseeing the safekeeping and investment of all funds and securities of the LAL, (b) keeping or supervising the keeping of the financial records in accordance with the generally accepted accounting principles and procedures of the AICPA (American Institute of Certified Public Accountants) for non-profit corporations, and (c) hiring, together with the Executive Director, an accounting firm to perform an annual certified audit.

ARTICLE V: CABINETS

The following Standing Cabinets are authorized by these Bylaws:

Executive Cabinet

Finance Cabinet

Governance Cabinet

Development Cabinet

Executive Cabinet: The President will chair the Executive Cabinet. The elected officers and Cabinet chairs shall constitute the Executive Cabinet. The Executive Cabinet may invite other Board members to serve on the Executive Cabinet on an as-needed basis. The Executive Cabinet is empowered to exercise the authority of the Board between meetings of the Board, but may not a) remove Directors or fill vacancies on the Board; b) amend the articles of incorporation; c) adopt, amend or repeal the Bylaws; or d) approve a plan of merger. When the Executive Cabinet exercises the authority of the Board, it shall fully report the circumstances and nature of its action at the next meeting of the Board. The Executive Cabinet shall review and revise an annual budget for recommendation to the Board.

Finance Cabinet: The Treasurer will chair the Finance Cabinet. The Finance Cabinet shall have at least one member who is a CPA. The Finance Cabinet shall a) consult with the Executive Director in preparation of LAL’s annual budget; b) make recommendations for an independent accounting firm to conduct an annual audit of LAL’s financial statements; c) review audited statements and the management letter and make recommendations to the Board if needed; d) review the LAL’s fiscal policies from time to time and make recommendations to the Board if needed; and e) manage the LAL’s Endowment Fund.

Governance Cabinet: The Governance Cabinet shall be chaired by the immediate Past President of the LAL, and be comprised of Directors appointed by the Board for the purpose of enhancing Board effectiveness and strengthening the connection between LAL’s strategic direction and the Board’s performance. The Governance Cabinet is charged with ensuring that the by-laws are kept current, overseeing Board proceedings and ensuring that the Board follows proper corporate procedures on an ongoing basis. The Governance Cabinet shall be responsible for nominating members to serve on the Board of Directors. The Governance Cabinet is also charged with ensuring that the Board (i) conducts an annual self-review, and (ii) develops long range plans.

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Development Cabinet: The Development Cabinet shall be appointed by the Board for the purpose of providing guidance to the LAL Staff on development efforts, and to enhance and promote the development efforts of the Board.

ARTICLE VI: EXECUTIVE DIRECTOR

The Board shall employ, determine the compensation of, and establish the job description for an Executive Director of the LAL to execute the daily activities of the LAL. The Executive Director shall hold such position at the discretion of the Board.

The Executive Director shall be the chief administrative officer of the LAL. Acting under authority and direction of the Board, the Executive Director shall have direct responsibility over all activities of the LAL pursuant to the policies, procedures, and standards and within the budget established by the Board.

The Executive Director may employ assistants at such compensation as provided in the budget approved by the Board.

The Executive Director shall attend all meetings of the Board and Executive Committee unless excused or otherwise directed by the Board, but shall have no voting rights at meetings of the Board.

The Executive Director shall submit to the Board, at their regular meetings, reports reviewing the activities of the LAL.

ARTICLE VII: AMENDMENTS TO THE BYLAWS

These Bylaws may be altered, amended or repealed by a majority vote of the number of Directors in office at any regular or special meeting of the Board, subject to the requirement that notice of the meeting state that the purpose, or one of the purposes, of the meeting is to consider and act upon a proposed Bylaw amendment and that the text of the proposed amendment be distributed to the Directors at least five (5) days prior to the meeting at which said amendment is to be considered.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or by specific rules of procedure adopted by the LAL.

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