You can download a PDF version of the by clicking this link: CVA Bylaws.
BYLAWS OF THE
CENTRAL VIRGINIA ARTS
ASSOCIATION, INC.
ARTICLE ONE
MEMBERSHIP
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.
ARTICLE TWO
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.
ARTICLE THREE
COMMITTEES
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.
ARTICLE FOUR
GENERAL PROVISIONS
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.
ARTICLE FIVE
DISSOLUTION
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)