ARTICLE I: NAME OF ORGANIZATION
The name of the corporation shall be Loading Dock Arts, Inc.
ARTICLE II: ORGANIZATION PURPOSE
Section 1. Non Profit Purpose
Loading Dock Arts, Inc.’s mission is to provide support and professional development for artists and to promote the visual arts in the greater Lowell community.
Section 2. Specific Purpose
ARTICLE III: MEMBERSHIP
Section 1. Eligibility for Membership
The existing members of Loading Dock Arts, Inc. are Loading Dock Gallery members and members of the Board of Directors for Loading Dock Arts, Inc.
Section 2. Programs
The Board of Directors may from time to time review and update the programs and the annual dues to be paid by each program.
Section 3. Membership Term
Membership shall be for one year term with the option for renewal.
Section 4. Voting Privileges
Annual Meeting - Voting members of Loading Dock Arts at the annual meeting shall be:
ARTICLE IV: DUES
Section 1. Amount
ARTICLE V: PROGRAM MEMBER MEETINGS
Section 1. Annual Meeting
The Annual Meeting of the members of Loading Dock Arts shall be held in the first quarter of each year at a time and place to be fixed by the Board of Directors:
Section 2. Special Meetings
Special meetings of Loading Dock Arts shall be held at the request of one third (1/3) of the Board of Directors. The Secretary shall email the notices of such meeting to all of the Board of Directors and to all Gallery members at least ten (10) days before the date of the meeting. Such notice shall contain the purposes of the meeting, the date, the time and the place of the meeting. The quorum for such meetings shall be twenty (20) percent of the voting members of Loading Dock Arts.
Section 3. Meeting Notice Communications
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Number and Requirements
Section 2. Responsibilities
Section 3. Voting
The majority vote of the Board of Directors present is required to transact business. The majority is defined to be fifty (50) percent plus one (1) of the Directors.
Section 4. Electronic Voting
If the Board of Directors decides it is necessary or desirable, voting may be conducted electronically.
Section 5. Attendance
Attendance at seventy-five (75) percent of all meetings is required to maintain membership on the Board.
of Directors. When necessary, Directors may attend meetings via conference call or a web-based service such as Skype.
Section 6. Annual Meeting
At each Annual Meeting, one third (1/3) of the Directors shall be elected for three
(3) year terms. Members of the initial Board of Directors will serve for one (1), two (2), or three
(3) year terms. The Nominations Committee shall recommend a slate of potential Officers and At large Board members. The Board of Directors shall vote on each potential Board member and present the slate to the membership at the Annual Meeting.
Section 7. Replacements
The Board of Directors shall have the power to fill vacancies among its officers or membership. Such new Directors shall hold office for the time remaining of the departing Director’s term of office.
Section 8. Term
Service as a Director shall be limited to two (2) consecutive three (3) year terms, after which one (1) year shall elapse before said Director shall be eligible for re-election.
Section 9. Resignation
A Director may resign at any time by giving written notice to the President or Secretary of the corporation.
Section 10. Removal
Directors may be removed by two-thirds (2/3) vote of the Board at any time, for failure to meet established board member expectations.
ARTICLE VII: OFFICERS
Section 1. Composition
The officers of the Corporation shall be a President, Vice President, Treasurer, and Secretary. All officers shall serve until January 1st, or until their successors are elected.
Section 2. Term
No person shall hold the office of President for more than two (2) consecutive three (3) year terms.
Section 3. President
The President shall preside at meetings of the Board of Directors, shall appoint the members of all committees herein, shall sign such papers as required by his/her office or as instructed by the Board of Directors, shall make such reports and recommendations to the Annual or Special Meetings concerning the work and affairs of Loading Dock Arts, which in his/her judgment are desirable for their information and guidance, may require such reports from the Treasurer, Secretary and Program Managers as in his/her judgment are necessary, and shall perform other duties incident to that office.
Section 4. Vice President
The Vice-President shall perform the duties of the President in case of absence, resignation or inability of the latter to act.
Section 5. Treasurer
The Treasurer shall review budget recommendations of the Program Managers and make recommendations to the Board, oversee the corporation’s financial position, and monitor and ensure compliance with terms of agreements, loans and grants. He/She shall present at each Annual Meeting of Loading Dock Arts, a comprehensive financial statement. He/She shall sign papers as are required by the office or as instructed by the Board of Directors and shall perform other duties incident to that office.
Section 6. Secretary
The Secretary shall issue notices of all meetings of the Board of Directors, record and maintain attendance records and minutes, maintain an accurate record of attendance of Board members, notify the Nominating Committee of persons dropped from the Board of Directors of Loading Dock Arts for non-attendance or other cause, furnish the Nominating Committee with a list of officers and members of the Board of Directors whose terms shall expire at the next Annual Meeting, shall mail all other notices as instructed by the Board of Directors, and shall be custodian of all records of the Corporation, except such records and papers as shall be kept by the Treasurer as herein provided, shall sign such papers as are required by his/her office or as instructed by the Board of Directors, and shall perform other duties incident to that office.
ARTICLE VIII: BOARD COMPENSATION AND CONFLICT OF INTEREST
Section 1. CompensationMembers of the Board of Directors shall not receive any salary for their services as Directors. The Board of Directors may authorize payment by the corporation for reimbursement of the reasonable expenses incurred by the Directors in the performance of their duties.
Section 2. Conflict of Interest
Purpose: The purpose of the conflict of interest policy is to protect Corporations’ interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Interested Person: Any director, officer, or member of a committee who has a direct or indirect financial interest.
Exceptions: Any contracts for furnishing services or supplies that is associated with an interested person would require the following:
Authorization by the Board with the Board vote being an absolute majority of Directors present, excluding the interested director/officer.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General
Any person (and the heirs, personal representatives and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the corporation shall be indemnified by the corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by the director or officer (or by his or her heirs, personal representatives or administrators) in connection with the defense of settlement of such action, suit or proceedings, or in connection with any appearance therein, except in relation to proceeding that such director or officer is liable for gross negligence or misconduct in the performance of his duties. Such right or indemnification shall not be deemed exclusive of any other rights to which such Directors or officer (or such heirs, personal representatives or administrators) may be entitled apart from this Article.
Section 2. Insurance
The corporation will maintain insurance on behalf of any person who is or was a member, director, or officer against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status.
ARTICLE X: COMMITTEES
Section 1. Committee Formation
The Board reviews the corporation annually to determine the appropriate committee structure. Committees may be created or cancelled to meet the current needs. The Board President appoints all committee chairs. The current committees governed by the Board of Directors are as follows:
Section 2. Executive Committee
The Executive Committee shall consist of the Officers of the Board (President,
Vice President, Treasurer, and Secretary). The Executive Committee may, in the absence of the Board, transact all business of the Corporation, except those specifically excluded in the By-laws.
Section 3. Nominating Committee
The Nominating Committee will select the slate of candidates for new Board Members for the following term. The slate will be voted on by the Board and presented at the Annual Meeting for ratification.
Section 4. Operations Committee
The Operations Committee will be responsible to review and disseminate all operating documents and procedures, assist programs with operations as needed and present recommendations to the Board.
Section 5. Fundraising Committee
The Fundraising Committee will be responsible for developing Donor Sponsorships, Grant Writing to support LDA programs and Events to support the financial needs of LDA and presenting recommendations to the Board.
Section 6. Finance Committee
The Finance Committee will be responsible for the finances and budgeting of the Corporation.
Section 7. Marketing and Communications Committee
The Marketing and Communications committee will be responsible for marketing the Corporation and promoting LDA in general. The Committee will also provide guidance for each Program's Event Promotion committee, based upon the defined strategic goals of the Program.
ARTICLE XI: CORPORATE STAFF
Section 1. Corporate Staff
When the need arises to hire Corporate Staff, the by-laws will be reviewed by the Board of Directors and updated to reflect the position(s) hired and responsibilities associated with the role(s).
ARTICLE XII: FISCAL YEARThe fiscal year of Loading Dock Arts, shall be January 1st through December 31st of each year.
ARTICLE XIII: DISSOLUTION OF THE CORPORATIONThe Board of Directors, upon dissolution of the corporation, shall designate by majority vote of the whole membership, a non-profit organization as defined by the Internal Revenue Code, as a beneficiary of all assets of Loading Dock Arts.
The name of the corporation shall be Loading Dock Arts, Inc.
ARTICLE II: ORGANIZATION PURPOSE
Section 1. Non Profit Purpose
Loading Dock Arts, Inc.’s mission is to provide support and professional development for artists and to promote the visual arts in the greater Lowell community.
Section 2. Specific Purpose
- To provide professional development for visual artists through educational programs such as lectures and workshops and the operation of a cooperative art gallery run by the members.
- To foster relationships among artists and the greater Lowell community through the visual arts.
- To cooperate with other cultural institutions and local agencies in continuing to improve Lowell as a place to live and work and as a destination for tourists through the visual arts.
ARTICLE III: MEMBERSHIP
Section 1. Eligibility for Membership
The existing members of Loading Dock Arts, Inc. are Loading Dock Gallery members and members of the Board of Directors for Loading Dock Arts, Inc.
Section 2. Programs
The Board of Directors may from time to time review and update the programs and the annual dues to be paid by each program.
Section 3. Membership Term
Membership shall be for one year term with the option for renewal.
Section 4. Voting Privileges
Annual Meeting - Voting members of Loading Dock Arts at the annual meeting shall be:
- Members of the Board of Directors
- Members of the Loading Dock Gallery and
- such other persons as shall be determined by the Board of Directors from time to time.
- In no event shall any one person have more than one vote.
ARTICLE IV: DUES
Section 1. Amount
- The amount of dues to be paid by each program member shall be established by the Board of Directors based on the annual budget review and input from membership.
ARTICLE V: PROGRAM MEMBER MEETINGS
Section 1. Annual Meeting
The Annual Meeting of the members of Loading Dock Arts shall be held in the first quarter of each year at a time and place to be fixed by the Board of Directors:
- To elect members of the Board of Directors and
- To act on any other matters which may properly come before the Annual Meeting
Section 2. Special Meetings
Special meetings of Loading Dock Arts shall be held at the request of one third (1/3) of the Board of Directors. The Secretary shall email the notices of such meeting to all of the Board of Directors and to all Gallery members at least ten (10) days before the date of the meeting. Such notice shall contain the purposes of the meeting, the date, the time and the place of the meeting. The quorum for such meetings shall be twenty (20) percent of the voting members of Loading Dock Arts.
Section 3. Meeting Notice Communications
- As a condition of Membership, all Members consent to receiving meeting notices by electronic mail
- Each Member is responsible for ensuring that Loading Dock Arts has the Member’s current contact information, including electronic mail address.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Number and Requirements
- The Board of Directors shall consist of at least seven (7) but no more than fifteen
- The Board shall include at least two (2) Program Members and one representative who is a member of the Western Avenue Studios Artist Association (WASAA), preferably not a LDA Program Member.
- At least one of the At large Directors shall have expertise in Marketing, Public Relations and Fundraising.
Section 2. Responsibilities
- The Directors shall have general management and control of the affairs and policies of Loading Dock Arts and the custody of all its property to maintain and preserve the same for the interest of Loading Dock Arts. LDA is a Selling Agent on behalf of the Gallery Members and ownership of the artwork remains with the Member.
- The Board of Directors will hold an annual meeting for the election of officers prior to the Annual Meeting of the Corporation.
Section 3. Voting
The majority vote of the Board of Directors present is required to transact business. The majority is defined to be fifty (50) percent plus one (1) of the Directors.
Section 4. Electronic Voting
If the Board of Directors decides it is necessary or desirable, voting may be conducted electronically.
Section 5. Attendance
Attendance at seventy-five (75) percent of all meetings is required to maintain membership on the Board.
of Directors. When necessary, Directors may attend meetings via conference call or a web-based service such as Skype.
Section 6. Annual Meeting
At each Annual Meeting, one third (1/3) of the Directors shall be elected for three
(3) year terms. Members of the initial Board of Directors will serve for one (1), two (2), or three
(3) year terms. The Nominations Committee shall recommend a slate of potential Officers and At large Board members. The Board of Directors shall vote on each potential Board member and present the slate to the membership at the Annual Meeting.
Section 7. Replacements
The Board of Directors shall have the power to fill vacancies among its officers or membership. Such new Directors shall hold office for the time remaining of the departing Director’s term of office.
Section 8. Term
Service as a Director shall be limited to two (2) consecutive three (3) year terms, after which one (1) year shall elapse before said Director shall be eligible for re-election.
Section 9. Resignation
A Director may resign at any time by giving written notice to the President or Secretary of the corporation.
Section 10. Removal
Directors may be removed by two-thirds (2/3) vote of the Board at any time, for failure to meet established board member expectations.
ARTICLE VII: OFFICERS
Section 1. Composition
The officers of the Corporation shall be a President, Vice President, Treasurer, and Secretary. All officers shall serve until January 1st, or until their successors are elected.
Section 2. Term
No person shall hold the office of President for more than two (2) consecutive three (3) year terms.
Section 3. President
The President shall preside at meetings of the Board of Directors, shall appoint the members of all committees herein, shall sign such papers as required by his/her office or as instructed by the Board of Directors, shall make such reports and recommendations to the Annual or Special Meetings concerning the work and affairs of Loading Dock Arts, which in his/her judgment are desirable for their information and guidance, may require such reports from the Treasurer, Secretary and Program Managers as in his/her judgment are necessary, and shall perform other duties incident to that office.
Section 4. Vice President
The Vice-President shall perform the duties of the President in case of absence, resignation or inability of the latter to act.
Section 5. Treasurer
The Treasurer shall review budget recommendations of the Program Managers and make recommendations to the Board, oversee the corporation’s financial position, and monitor and ensure compliance with terms of agreements, loans and grants. He/She shall present at each Annual Meeting of Loading Dock Arts, a comprehensive financial statement. He/She shall sign papers as are required by the office or as instructed by the Board of Directors and shall perform other duties incident to that office.
Section 6. Secretary
The Secretary shall issue notices of all meetings of the Board of Directors, record and maintain attendance records and minutes, maintain an accurate record of attendance of Board members, notify the Nominating Committee of persons dropped from the Board of Directors of Loading Dock Arts for non-attendance or other cause, furnish the Nominating Committee with a list of officers and members of the Board of Directors whose terms shall expire at the next Annual Meeting, shall mail all other notices as instructed by the Board of Directors, and shall be custodian of all records of the Corporation, except such records and papers as shall be kept by the Treasurer as herein provided, shall sign such papers as are required by his/her office or as instructed by the Board of Directors, and shall perform other duties incident to that office.
ARTICLE VIII: BOARD COMPENSATION AND CONFLICT OF INTEREST
Section 1. CompensationMembers of the Board of Directors shall not receive any salary for their services as Directors. The Board of Directors may authorize payment by the corporation for reimbursement of the reasonable expenses incurred by the Directors in the performance of their duties.
Section 2. Conflict of Interest
Purpose: The purpose of the conflict of interest policy is to protect Corporations’ interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Interested Person: Any director, officer, or member of a committee who has a direct or indirect financial interest.
Exceptions: Any contracts for furnishing services or supplies that is associated with an interested person would require the following:
Authorization by the Board with the Board vote being an absolute majority of Directors present, excluding the interested director/officer.
- The interested director/officer would be excluded from the determination of a quorum present to validate the vote.
- Full disclosure from the interested director/officer at the meeting at which such contract is voted on.
- The minutes of the meeting to reflect that the disclosure was made, that the interested person abstained and was not present during the discussion and vote, and that a quorum existed not counting such interested person.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General
Any person (and the heirs, personal representatives and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the corporation shall be indemnified by the corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by the director or officer (or by his or her heirs, personal representatives or administrators) in connection with the defense of settlement of such action, suit or proceedings, or in connection with any appearance therein, except in relation to proceeding that such director or officer is liable for gross negligence or misconduct in the performance of his duties. Such right or indemnification shall not be deemed exclusive of any other rights to which such Directors or officer (or such heirs, personal representatives or administrators) may be entitled apart from this Article.
Section 2. Insurance
The corporation will maintain insurance on behalf of any person who is or was a member, director, or officer against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status.
ARTICLE X: COMMITTEES
Section 1. Committee Formation
The Board reviews the corporation annually to determine the appropriate committee structure. Committees may be created or cancelled to meet the current needs. The Board President appoints all committee chairs. The current committees governed by the Board of Directors are as follows:
- Executive
- Nominating
- Operations
- Fundraising
- Finance
- Marketing and Communications
Section 2. Executive Committee
The Executive Committee shall consist of the Officers of the Board (President,
Vice President, Treasurer, and Secretary). The Executive Committee may, in the absence of the Board, transact all business of the Corporation, except those specifically excluded in the By-laws.
Section 3. Nominating Committee
The Nominating Committee will select the slate of candidates for new Board Members for the following term. The slate will be voted on by the Board and presented at the Annual Meeting for ratification.
Section 4. Operations Committee
The Operations Committee will be responsible to review and disseminate all operating documents and procedures, assist programs with operations as needed and present recommendations to the Board.
Section 5. Fundraising Committee
The Fundraising Committee will be responsible for developing Donor Sponsorships, Grant Writing to support LDA programs and Events to support the financial needs of LDA and presenting recommendations to the Board.
Section 6. Finance Committee
The Finance Committee will be responsible for the finances and budgeting of the Corporation.
Section 7. Marketing and Communications Committee
The Marketing and Communications committee will be responsible for marketing the Corporation and promoting LDA in general. The Committee will also provide guidance for each Program's Event Promotion committee, based upon the defined strategic goals of the Program.
ARTICLE XI: CORPORATE STAFF
Section 1. Corporate Staff
When the need arises to hire Corporate Staff, the by-laws will be reviewed by the Board of Directors and updated to reflect the position(s) hired and responsibilities associated with the role(s).
ARTICLE XII: FISCAL YEARThe fiscal year of Loading Dock Arts, shall be January 1st through December 31st of each year.
ARTICLE XIII: DISSOLUTION OF THE CORPORATIONThe Board of Directors, upon dissolution of the corporation, shall designate by majority vote of the whole membership, a non-profit organization as defined by the Internal Revenue Code, as a beneficiary of all assets of Loading Dock Arts.