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Bylaws

CORVALLIS ART GUILD

Revised By-Laws, Passed at Membership 10/5/15 Meeting

ARTICLE I – NAME

This group shall be known as the Corvallis Art Guild (The Guild).

ARTICLE II –GENERAL

Section 1.  Purpose: The Guild is a non-profit organization of people interested in the advancement of visual arts. The purpose of The Guild shall be to:
1. Promote and support the visual arts in Linn and Benton Counties.
2. Provide members an opportunity to display and sell their art.
3. Provide support for visual artists, various school art programs and others as deemed appropriate by the Board of Directors.

Section 2.  Non-Profit: Any money that The Guild collects from dues, workshop fees, juried show entrance fees or other revenues shall not be for gain or profit to any Officer, Executive Board member, or individual general member. Funds held by The Guild shall be used to cover expenses involved in providing programs for the membership and service to the community as set forth in ” Section 1. Purpose”

Section 3: Quorum – A quorum shall be 20% of those members in good standing at a general meeting, plus either the President or Vice-President.

Section 4: Meetings:

  1. The Guild shall have monthly meetings.
  1. Board meetings shall be monthly with meeting dates and times at the discretion of the Board. These meetings are open to the general membership.

ARTICLE III – MEMBERSHIP

Section 1.  Membership:

  1. Membership shall be open to all persons residing in Linn and Benton Counties. Current members who reside or move outside the area may remain members so long as dues are current. No entrance prerequisites as to race, creed, sex, national origin or level of excellence in their chosen art media shall be required of prospective members other than an interest in the arts, support of The Guild’s activities and payment of yearly dues.
    2. There shall be two kinds of membership: (a) Exhibiting, (b) Associate.
    a. Exhibiting member: Any visual artist who has passed the jury process is eligible to become an Exhibiting member.
    b. Associate member: Anyone interested in the visual arts but not interested in becoming an Exhibiting member may become an Associate member by paying annual dues. To become an Exhibiting member, Associate member must pass the jury process.

Section 2.  Dues and Fees: Annual dues shall be set on recommendation of the Board of Directors and as approved by majority members present at an announced meeting. Dues must be paid by returning members during September, the start of The Guild’s fiscal year. A member’s failure to pay dues results in deletion from the published membership roster, and, for Exhibiting members, forfeiture of right to display artwork at scheduled exhibit sites and the annual Clothesline Sale. New members who pay after April 30th are in good standing for the following fiscal year. Additional fees may be charged for activities such as exhibits, workshops, and special programs.

ARTICLE IV – OFFICERS

The Corvallis Art Guild shall have the following officers elected from the general membership by the general membership: President, Vice President, Past President, Secretary and Treasurer. Officers of The Guild shall be elected at the June meeting from the membership and by the membership. The term of office for elected officers shall be the beginning of July of the current year through the following June. The Executive Board will be comprised of the elected officers and standing committee chairpersons. A vacancy of any office, for whatever reason, may be filled by the Executive Board for the unexpired portion of the term.

ARTICLE V –DUTIES OF OFFICERS

The Board of Directors comprised of elected officers and the standing committee chairpersons, shall have full power and authority over the affairs of The Guild excepting those matters specifically reserved to the membership under these Bylaws.

The President shall direct and manage the affairs of The Guild, preside over and set the agenda of all meetings. The year following a presidency, the past-president will remain on the Board in an ex-officio capacity to ensure continuity of the organization.

In the absence of the President the Vice-President shall preside at meetings and perform other duties of the President.  The Vice President shall also arrange for programs at the membership meetings.

The Secretary is to keep minutes of business meetings and board meetings, to conduct correspondence, and to maintain a record of the membership or to see that a record is maintained by a membership records chair.

The Past President shall provide continuity and advice to the current President and other Board members.

The Treasurer shall keep all funds, make payments of debts and expenses when authorized by the Executive Board, keep accounts of all monies received and expended, and render an accounting when called upon by the Board or general membership. The Treasury records shall be audited by an independent auditor periodically or after a maximum of five-year interval.

ARTICLE VI – COMMITTEE CHAIRPERSONS

Standing Committee Chairpersons shall be appointed by the President and will include the following: Exhibits, Membership, Newsletter, Workshops and Clothesline Sale.

ARTICLE VII – EXECUTIVE BOARD

Section 1. Membership of the Executive Board – The Executive Board shall consist of the elected Officers (elected by the membership), the Standing Committee Chairpersons, and a Past President. Any Guild member may attend and speak at Executive Board meetings, but only Executive Board members may vote.

Section 2. Duties of the Executive Board – The Executive Board shall make policy decisions, plan and coordinate the activities of the Guild, condense business to be presented to the membership, and provide advice and direction for Chairpersons of the Standing Committees and fill in for them when necessary. In the event that one of the elected Officers resigns during his/her term the Executive Board will appoint someone to take over that position. Any Guild member may attend and speak at the meeting but may not vote. If the presentation is longer than 5 minutes or will entail long discussion this must be cleared with the President ahead of time. The President at his/her discretion may delay the presentation to a later meeting.

Section 3. Quorum for Meetings of the Executive Board -The Executive Board shall be deemed to have reached a quorum for the purposes of conducting business with a minimum of 5 Board members which will include either the President or Vice President.

ARTICLE VIII – AMENDMENTS TO BYLAWS

Amendments to Bylaws may be proposed to the Executive Board by any member in good standing. After approval by the Board the proposed changes will be posted on The Guild’s website at least one month prior to a general meeting where they will be presented and discussed. The following month changes shall be enacted on the basis of a majority vote by the general membership at a special, announced meeting.

ARTICLE IX – DISSOLUTION OF THE GUILD

The Guild shall be deemed no longer able to function, if (a) the Guild is unable to elect a slate of Officers, and (b) the Guild is unable to hold general meetings, and (c) the Guild is unable to provide programs in which members participate, and (d) the remaining or previous Officer(s) feel that it is no longer possible to carry on the Guild. Upon this event, the Officer(s) may dissolve the Guild.

In the event that The Corvallis Art Guild ceases to function as an organization, the accumulated assets shall be gifted to a Federally tax-exempt charitable non-profit organization[s] to be used to further art education after the debts have been resolved. Designation of the recipient organization(s) shall be made by a majority of members voting who were in good standing at the time of the last general meeting. (This decision shall be made by members in good standing at the last meeting.)