You can download a PDF version of the by clicking this link: CVA Bylaws.
BYLAWS OF THE
CENTRAL VIRGINIA ARTS ASSOCIATION, INC.
SECTION 1. QUALIFICATIONS FOR MEMBERSHIP. A person may become a member of the Corporation by expressing an interest in promoting the arts and in furthering the cause of the Corporation by active participation in its activities, and by paying applicable dues.
SECTION 2. NON-DISCRIMINATION. People seeking membership are accepted into this Corporation without regard to race, color, creed, sex, national origin, age, or handicap.
SECTION 3. TYPES OF MEMBERSHIP AND ANNUAL DUES. Membership categories, as established by resolution of the Board of Trustees, include active (Individual, Couple/Family, Contributing, or Business) and honorary. The Board may from time to time establish other categories as may seem to it in the best interests either of the Corporation or of the cause of the arts in its area.
SECTION 4. DUES. Dues for the Corporation shall be established for each membership category by the Board of Trustees and shall be paid annually to the Corporation. Annual dues for the upcoming year shall be receivable from October 1st to December 31st. Refunds of dues will not be made to members who resign from the Corporation.
SECTION 5. VOTING. Each member shall have one vote at any membership meeting at which he or she is present. Proxy voting will not be permitted at any membership meeting or election. No member may vote whose dues are not paid for the current year.
SECTION 6. MEETINGS.
A. REGULAR MEETINGS: The annual membership meeting shall be held on the date established by the Board of Trustees in each year. Notice of this meeting shall be sent to the members at least ten (10) days before the meeting.
B. SPECIAL MEETINGS: Special membership meetings may be called by the President, or by a majority vote of the members of the Board, and shall be called by the Secretary upon the receipt of a petition signed by twenty (20) members of the Corporation who are in good standing. Notice of such a meeting shall be sent to the members at least ten (10) days prior to the date of the meeting, and the notice shall state the purpose of the meeting and no other business shall be transacted.
C. QUORUM: The quorum for membership meetings shall be twenty percent (20%) of the members in good standing.
D. PLACE, DATE & HOUR: All meetings of the Corporation, whether of the membership or the Trustees, shall be held in (or within fifty (50) miles of) the Town of Farmville at such place, date and hour as may be designated by the person or persons authorized herein to call such a meeting.
SECTION 7. TERMINATION OF MEMBERSHIP.
A. RESIGNATION: Any member in good standing may resign from the Corporation upon written notice to the Secretary; but no member may resign when in debt to the Corporation. Dues obligations are considered a debt to the Corporation and they become incurred on the first day of each fiscal year.
B. LAPSING: A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid thirty (30) days after the first day of the fiscal year. In no case may a person be entitled to vote at any meeting or enjoy any other benefits of membership whose dues are unpaid as of the date of the meeting.
TRUSTEES AND OFFICERS
SECTION 1. BOARD OF TRUSTEES. The Board shall be composed of the President, Vice-President, Secretary, Treasurer, the immediate Past President and no fewer than three (3) and no more than nine (9) other members of the Corporation, whose interest in the arts has been amply demonstrated, all of whom shall be members in good standing and all of whom (except the immediate Past President) shall be elected for staggered terms of three (3) years at the annual membership meeting and shall serve until their successors are duly elected.
SECTION 2. OFFICERS. The Officers of the Corporation, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the membership and its meeting and with regard to the Board and its meetings. Officers shall serve for terms of one year.
A. PRESIDENT: The President shall preside at all meetings of the membership and of the Board and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Trustees.
B. VICE-PRESIDENT: The Vice-President shall exercise the authority of the President in his or her absence and perform the duties of the Program Director and such other duties as may be assigned to him or her by the President or Board of Trustees. The Vice-President is ex officio chair of the Programs Committee.
C. SECRETARY: The Secretary shall be responsible for recording the minutes of the membership and Board meetings and maintaining such other records as may be required of him or her by the President or the Board. He or she shall have charge of the correspondence, and carry out such other duties incident to his or her office as the President may request or the Board assign.
D. TREASURER: The Treasurer shall collect and receive all monies due or belonging to the Corporation. He or she shall deposit the same in a bank designated by the Board in the name of the Corporation. The books shall at all times be open to inspection by the Board and he or she shall report to the Board at every meeting the condition of the Corporation’s finances; and at the annual membership meeting he or she shall render an account of all monies received and expended during the previous fiscal year. There shall be an annual review of books as directed by the Board. The Treasurer shall receive applications for membership, keep a roll of the members with their addresses, send out notices for payment of dues, and collect dues for deposit.
SECTION 3. ELECTIONS.
A. NOMINATIONS. A nominating committee, appointed by the Board of Trustees from among the members of the Corporation, shall present a slate of officers and trustees at the annual membership meeting. The President shall also accept nominations from the floor at that time.
B. ELECTIONS. Elections shall take place at the annual membership meeting. The candidate receiving the greatest number of votes for each office shall be declared elected. Officers shall begin their terms of office immediately after the election.
SECTION 4. MEETINGS.
A. REGULAR: Regular meetings of the Board of Trustees shall be held on the schedule established by the Board of Trustees and at such other times as the business of the Corporation may require. Notice of each such meeting shall be sent to the members at least five (5) days prior to the date of the meeting.
B. SPECIAL: Special meetings of the Board may be called by the President, and shall be called by the Secretary upon the receipt of a written request signed by at least seven (7) members of the Board. Notice of such meeting shall be sent to the members at least five (5) days and not more than (10) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat.
C. QUORUM: A quorum for a meeting of the Board shall be a majority of the Board.
SECTION 5. VACANCIES: Any vacancies occurring on the Board or among the Officers during the year shall be filled for the unexpired term of office by a majority vote of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.
SECTION 1. ESTABLISHMENT: In addition to the Nominating Committee, the Board may each year appoint standing committees and committee chairs to advance the work of the Corporation in such matters as Programs, Workshops, Membership, Artmobile, Exhibits, Finance, Publicity, School Liaison, Field Trips, Nominations, and Hospitality. The chairs of the Membership, School Liaison, Nominations, Finance, and Publicity Committees shall report to the President, and the chairs of the Programs and Workshop Committees shall report to the Vice President. Such committees and committee chairs shall always be subject to the final authority of the Board. Special committees and committee chairs may also be appointed by the Board to aid it on particular projects.
SECTION 2. TERMINATION: Any committee chair or appointee may be terminated by a majority vote of the Board upon a fifteen (15) day notice sent to the chair or appointee; and the Board may appoint successors to those chairs or appointees whose services have been terminated.
SECTION 1. CALENDAR. The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
SECTION 2. AMENDMENTS.
A. AMENDMENTS TO THE ARTICLES OF INCORPORATION: Amendments to the Articles of Incorporation may be proposed by a resolution of the Board of Trustees recommending the amendment to the members unless the Board of Trustees determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. The resolution shall be submitted to the membership at a regular or special meeting. The notice of the meeting shall contain the date, time, and place, and that the purpose of the meeting is to consider the proposed amendment; the notice shall contain or be accompanied by a copy of the proposed amendment. The notice shall be given to each member not less than twenty-five (25) days nor more than sixty (60) days before the meeting. The amendment shall be adopted upon receiving more than two-thirds (2/3) of all votes of those members present at the meeting.
B. AMENDMENTS TO THE BYLAWS: Amendments to the Bylaws may be made by a majority vote of the Trustees at any meeting at which a quorum is present, provided a thirty (30) day notice is given to the Trustees and the membership of any proposed amendments. Amendments to the Bylaws may not be made by the Board of Trustees if within the thirty (30) day notification period at least twenty (20) members give notice to the Board of their opposition to said amendments.
The Corporation may be dissolved at any time by recommendation of the Board of Trustees approved in writing by more than two-thirds (2/3) of the members in good standing. In the event of the dissolution of the Corporation, whether voluntary or involuntary or by operation of law, none of the assets of the Corporation shall be distributed to any member, but after payment of all lawful debts of the Corporation, its property and assets shall be given to a charitable organization or organization of the kind described in Section 501 of the Internal Revenue Code of 1954, such organization or organizations to be selected by the Board of Trustees.
(Approved by the Membership January 20, 2019)