Greater New Britain Arts Alliance Bylaws
Created December 17, 1996 – Revised May 7, 2014
ARTICLE ONE: NAME
The legal name of this association shall be known as the "Greater New Britain Arts Alliance."
ARTICLE TWO: PURPOSE
The purpose of the Greater New Britain Arts Alliance is to promote the creative, performing and visual arts, to provide a unified voice for the arts organizations, to serve as a catalyst for arts-related collaborations, to nurture individual creative abilities, and to advocate the arts as vital to the economic health and quality of life in the region.
Article Three: Membership
Section 1: Membership in the Alliance shall be comprised of individuals and organizations in the greater New Britain area interested in the purposes and programs of the Alliance. There will be the following membership classifications:
- Arts Organizations
- Artists and Art Professionals
- General Businesses and Organizations
- General Members
Section 2: Arts organization members are not-for-profit corporations, partnerships, joint ventures, associations, or government, education, or other groups of individuals. Arts organization members shall be represented at the Annual Meeting and at all special meetings by one authorized representative and one alternate.
Section 3: Artists and art professionals are individuals engaged in the creative, performing, or visual arts or in support services to these endeavors and interested in the purposes and programs of the Alliance.
Section 4: General business and organization members are either for-profit arts businesses, or other businesses and organizations (whether for-profit or not-for-profit) that are not directly involved in the arts but wish to support the purposes and programs of the Alliance. Included in this membership category are all businesses and organizations/foundations that financially support the alliance.
Section 5: General members are individuals, households, students and seniors interested in the purposes and programs of the Alliance.
Section 6: Membership shall only be effective when dues or other charges have been paid in full by the new or renewing member. Dues shall become payable annually on the anniversary of the date membership commenced.
Section 7: Only members whose dues are fully paid, and are otherwise in good standing shall be entitled to vote at meetings of the Alliance: one vote shall be cast by each organizational member by its duly authorized representative or his/her alternate.
ARTICLE FOUR: GOVERNMENT
Section 1: The management, control and government of the Alliance, its property and affairs shall be vested in a Board of Directors.
Section 2: The Board shall be elected from the membership with the total Board Membership not to be less than fifteen (15) and not to exceed twenty four (24) members.
Section 3: The members of the Board shall be chosen as follows:
a) At the first annual meeting, one-third shall be chosen for a term of one year, one-third for a term of two years and one-third for a term of three years, and, in all cases, until their successors shall qualify
b) At each annual meeting thereafter, which shall be held in May of each year, one-third of the members of the Board shall be chosen for a term of three years;
c) Any person shall be eligible to serve on the Board who is a personal member of the Alliance in good standing.
Section 4: Should a vacancy occur on the Board or among the Officers, the Board shall promptly appoint a member of the Alliance in good standing to fill such vacancy for the period of the unexpired term.
Section 5: A minimum of eight Board members in attendance at any scheduled Board meeting shall constitute a quorum.
Section 6: The Board shall elect officers to serve for a term of one year, promptly following the first Annual Meeting and after each Annual Meeting thereafter. Such officers shall be chosen from the membership of the Board. The President and Vice President shall not serve for more than three successive terms.
Section 7: The Board shall have the authority to do all of the following in addition to such other powers as it may be allowed under the laws of the State of Connecticut:
a) Establish committees that it may deem necessary with such powers as it may authorize;
b) Designate the bank or banks in which the funds of the Alliance shall be deposited and determine the manner in which checks, drafts and other financial instruments of the Alliance shall be executed;
c) Make application for and receive public and private grants for the purpose of furthering the arts in greater New Britain; make such commitments and agreements as are required and deemed necessary in order to receive grants from public or private institutions or agencies, provided the same shall not be inconsistent with the purposes of the Alliance, and shall comply with all laws and regulations pertaining to nonprofit incorporation under the laws and regulations of the State of Connecticut or tax exempt status under the laws and regulations of the U.S. Internal Revenue Service.
d) Determine need for staff, create job descriptions, hire and supervise staff as needed.
Section 8: The Board shall meet immediately after each Annual Meeting and also meet in January, March, June, September, November, and December. It may convene additional meetings as it, or the President, may deem advisable with three days notice.
Section 9: Members of the Board are expected to make every effort to attend all regular and special meetings of the Board. Board members who are unable to attend a meeting are expected, if possible, to notify the secretary in advance of the meeting. Unexcused absence from three consecutive meetings will authorize the Board to vote for the removal of a Director from the Board.
Section 10: For time sensitive matters that do not require discussion and require the approval of the full Board, a motion may be made and seconded by any two officers of the Board and the full Board may be polled either by telephone or email. A motion made in this way requires a majority of all Board members to vote in favor for the resolution to be adopted. All members of the Board have the right to require any resolution made in this way be brought up for discussion at a meeting of the Board. Any resolution passed in this way shall not be considered adopted until either all Board members have responded or three (3) full days have passed since contact was initiated.
ARTICLE FIVE: OFFICERS
Section 1: the President shall preside at all meetings of the Alliance, its Board and Executive Committee. He or she may appoint, subject to the confirmation of the Board, the chairpersons of all committees. He or she shall be an ex-officio member of all committees except the Nominating Committee.
Section 2: The Vice-President shall have such duties as may be assigned to him or her by the President, including the delegation of the powers and duties of the President in the absence or disability of the latter. Should the delegation of authority not be made by the President, the Board shall assign the same to the Vice-President.
Section 3: The Secretary shall send out notices of all meetings of the Alliance, its Board and Executive Committee, keep all minutes of all such meetings and attend to the correspondence pertaining to his or her office and performing other such duties as may be reasonably requested by the President of the Board.
Section 4: The Treasurer shall oversee the accounts of the Alliance, collect its revenues and pay its bills as approved by the Board. He or she shall deposit the funds of the Alliance received by him or her, in the name of the Alliance, in such depositories as may be designated by the Board. He or she may perform such other duties pertaining to the office as may be reasonably requested by the President or the Board. The Treasurer shall also serve as the chairperson of the Finance Committee.
ARTICLE SIX: COMMITTEES
Section 1: The standing committees may consist of the Executive Committee, Membership Committee, Finance Committee, Nominating Committee and Development Committee.
Section 2: There shall be such other committees as the Board shall deem necessary or advisable for the management and operation of the Alliance.
Section 3: Committee chairpersons shall be appointed by the President and approved by the Board.
Section 4: Committee chairpersons shall select the members of their committees from the general membership with the exception of the Executive Committee of which the President shall act as chairperson.
Section 5: The Executive Committee shall consist of the President, Vice-President, Secretary and Treasurer. The Executive Committee shall act on behalf of the Board between meetings of the Board. The Executive Committee is required to meet in any month when the full Board does not meet. It may meet at any time at the call of the President or Executive Director. Its actions shall be submitted to the Board at its next regular meeting for ratification.
ARTICLE SEVEN: MEETINGS OF THE ALLIANCE
Section 1: The Alliance shall hold its Annual Meeting in May of each year, or at such time and place as the Board shall determine and shall hold special meetings upon the call of the President or the Board.
Section 2: At each Annual Meeting, the Order of Business shall include the submission of Committee reports, the election of members of the Board of Directors to succeed those whose terms have expired and such other business as may properly come before the meeting.
Section 3: In addition to special meetings called as provided herein above, special meetings of the Alliance shall be called upon the written request of ten percent (10%) of the membership setting forth the purpose thereof and such special meeting shall be duly called by the President within thirty (30) days following the receipt of such request.
Section 4: Notice of the Annual Meeting shall be mailed to all members at least twenty-one (21) days prior to the date thereof. The Notice shall contain the names of the candidates for the Board of Directors who are seeking those positions filled by members of the Board of Directors whose terms are expiring at the end of the Annual Meeting and which names have been duly submitted by the President by the Nominating Committee in advance of the required Notice of the Meeting.
Section 5: Notice of regular and special meetings of the Alliance shall be mailed to all members at least fourteen (14) days prior to the date thereof, and such notice shall state the purpose for which the meeting is called, and no other business shall be transacted at special meetings of the Alliance.
Section 6: Only members whose dues are fully paid, and are otherwise in good standing, shall be entitled to vote at meetings of the Alliance; one vote shall be cast by each organizational member by its duly authorized representative or his/her alternate.
Section 7: The voting members in attendance at any scheduled Alliance meeting shall constitute a quorum.
Section 8: Whenever notice to Alliance members is required, the mailing of such notice to the last known address of a member as shown in the records of the Alliance shall constitute due notice.
ARTICLE EIGHT: NOMINATIONS
Section 1: The Chairperson of the Nominating Committee shall be appointed by the President and confirmed by the Board.
Section 2: The Nominating Committee shall nominate the candidates to serve as members of the Board of Directors to be elected as provided in ARTICLE FOUR, Section 3, above, and shall report the names of those persons to the President at least four (4) weeks prior to the date of the Annual Meeting.
ARTICLE NINE: GENERAL PROVISIONS
Section 1: Robert's Rules of Order shall govern the proceedings at all meetings of the Alliance, its Board and Committees.
Section 2: The Alliance shall not be dissolved or otherwise have its existence terminated by its membership except upon the affirmative vote of two-thirds of the members entitled to vote.
Section 3: Upon the dissolution or termination of the Alliance, any funds remaining after payment of all just debts and obligations shall be paid over to the Community Foundation of Greater New Britain or its successors or assigns.
ARTICLE TEN: AMENDMENTS
Section 1: These bylaws may be amended at the Annual Meeting or at any special meeting called for that purpose, by a vote of not less than two-thirds of those members present, provided written notice of the proposed amendment, including the text thereof, shall be mailed to all members entitled to vote, at least twenty-one (21) days prior to the date of the meeting.