BY–LAWS of PATCHOGUE ARTS COUNCIL, INC.
ARTICLE I – OFFICES
The corporation’s registered office is located at in Patchogue, NY 11772 in the County of Suffolk.
ARTICLE II – PURPOSE
The corporation’s purpose is to serve artists and promote the arts on the greater south shore of Brookhaven.
ARTICLE III – LIMITATIONS
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. 4. The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE IV – MEMBERS
The corporation shall have no voting members except for the annual election of officers. The management and affairs of the corporation shall be at all times under the direction of a Board of Trustees, whose operations in governing the corporation shall be defined by statute and by the corporation’s by-laws. No Trustee shall have any right, title, or interest in or to any property of the corporation.
The corporation’s first Board of Trustees shall be comprised of the following natural persons:
Co-President Chip Hunter
Co-President Lori Devlin
1st Vice President Karen Ferb
2nd Vice President Charles Baker
3rd Vice President John Cino
Recording Secretary Arlene Guzman
Corresponding Secretary Jessica McAvoy
Treasurer Nancy Duncan
Trustee Carol Reitz-Butler
Trustee Beth Giacummo
Trustee Kelleen Guyer
Trustee Josephine Miller
Trustee Paula Murphy
Trustee Joel Peck
Trustee Debra Rodman
1. QUALIFICATION OF MEMBERS.
There shall be one classification of membership: Active Member. Active members in good standing (dues paid in full) are entitled to full participation in the activities and an annual election of officers. No member may make public use of the name of the organization without first obtaining the approval of the Board.
2. MEMBERSHIP MEETINGS.
The annual membership meeting of the corporation shall be held in January of each year. The secretary shall cause to be mailed to every member in good standing at his address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting.
Regular meetings of the corporation shall be held at an appropriate time schedule at a location that will accommodate the trustees and members.
The presence at any membership meeting of not less than two-thirds (2/3) of the members shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than two weeks from the date originally called. A quorum as hereinbefore set forth shall be required at any adjournment meeting.
A membership roll showing the list of members as of the record date, certified by the recording secretary of the corporation, shall be produced at any meeting of members upon the request thereof of any member who has given written notice to the corporation to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
3. SPECIAL MEETINGS.
Special meetings of the corporation may be called by the trustees. The secretary shall cause a notice of such meeting to be mailed, faxed or e-mailed to all members at their address as they appear in the membership roll book at least ten days but no more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and whom called.
No other business but that specified on the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING RECORD DATE.
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty or less than ten days before any such meeting, nor more than fifty days prior to any other action.
Every member entitled to vote at a meeting of members may authorize another person to act for him or her by proxy. Proxy can be delivered via written email, fax or mailed.
Every proxy must be signed by the member or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
6. ORDER OF BUSINESS.
The order of business at all meetings of members shall be as follows:
1. Roll call
2. Reading of the minutes of the preceding meeting
3. Reports of committees
4. Reports of officers
5. Old and unfinished business
6. New business
7. MEMBERSHIP DUES.
The amount of membership dues to be paid will be decided by the Board each year prior to the annual meeting. Membership dues will be payable to the organization at the annual meeting. Members who fail to pay their dues by March 31 will be dropped from the membership rolls.
ARTICLE V – TRUSTEES
1. MANAGEMENT OF THE CORPORATION.
The corporation shall be managed by the board of trustees which shall consist of not less than seven trustees. Each trustee shall be at least nineteen years of age.
2. ELECTION AND TERM OF TRUSTEES. [Amended 1, 21 November 2009; amended 2, 9 October 2010]
 At each annual meeting of members the membership shall elect trustees to hold office until the next annual meeting except for the year 2010, at which time the annual election will be postponed until a later date when a slate of nominees can be presented.
 The term of each trustee shall be two (2) Years. The Following positions shall be elected at the Annual Meeting on Odd Years: President, Second Vice President, Corresponding Secretary, and Trustee. The Following positions shall be elected at the Annual Meeting on Even Years: First Vice President, Treasurer, Recording Secretary, and Parliamentarian. At each annual meeting of the members the membership shall elect the respective trustees up for election at that time to hold office until the next annual meeting that their position is up for election. Each trustee shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and shall have qualified, or until his/her prior resignation or removal.
3. INCREASE OR DECREASE IN NUMBER OF TRUSTEES.
The number of trustees may be increased or decreased by vote of the members or by vote of a majority of all of the trustees. No decrease in number of trustees shall shorten the term of any incumbent trustee.
4. NEWLY CREATED TRUSTEES AND VACANCIES.
Newly created trustees resulting from an increase in the number of trustees and vacancies occurring in the board for any reason may be filled by a vote of a majority of the trustees then in office, although less than a quorum exists, unless otherwise provided in certification of incorporation. A trustee elected to fill a vacancy by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.
5. REMOVAL OF TRUSTEES.
Any or all of the trustees may be removed for cause by vote of trustees or by action of the board. Trustees may be removed without cause only by vote of the trustees.
A trustee may resign at any time by giving written notice to the board, the president or the corresponding secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make effective.
7. QUORUM OF TRUSTEES.
Unless otherwise provided in the certification of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
8. ACTION OF THE BOARD.
Unless otherwise required by law, the vote of a majority of the trustees present at the time of vote, if a quorum is present, shall have one vote.
9. PLACE AND TIME OF THE BOARD MEETINGS.
The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.
11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the trustees and may be called by the president upon three days’ notice to each trustee either personally or by mail, fax or e-mail; special meetings shall be called by the president or secretary in like manner on written request of two trustees.
A majority of the trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all trustees who were absent at the time of the adjournment and unless such time and place are announced at the meeting, to the other trustees.
At all meetings of the board the president, or in his/her absence, the first vice president, or in his/her absence, the second vice president, or in his/her absence, the third vice president, shall preside.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more trustees. Each such committee shall serve at the pleasure of the board.
14. EXECUTIVE BOARD.
The immediate past president of the organization will serve as advisory, non-voting members of the executive board.
ARTICLE VI – OFFICERS
1. OFFICES, ELECTION, TERM.
Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president or co-presidents, one or more vice-presidents, a recording secretary, and a corresponding secretary, and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of members. Each officer shall hold office for the term for which he/she is elected or appointed and until his/her successor has been elected or appointed and qualified. A majority of officers are to be residents of the Incorporated Village of Patchogue.
2. REMOVAL, RESIGNATION.
Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of the president and corresponding and recording secretary.
The president shall be chief executive officer of the corporation; he/she shall preside at all meetings of the members and the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect. The president will govern the organization and may, from time to time on matters of importance, seek the advice and counsel of the other officers as well as the chairpersons of the standing committees.
During the absence or disability of the president, the first vice-president, shall have all the powers and functions of the president. In the absence or disability of the first vice-president, the second vice-president, shall have all the powers and functions of the president. In the absence or disability of the second vice-president, the third vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.
The treasurer shall make all collections and disbursements and keep accurate accounts thereof; keep the membership committee informed of all new members and all members who are delinquent in payment of dues; and shall be custodian of the organization’s tax identification numbers and all related documents. All disbursements of the organization, as approved by the president, will be paid by check.
The treasurer shall also give a current financial report at each regular meeting and an annual report at the annual meeting. At the end of each corporation year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the president and shall present such audit in writing at the annual meeting of the members.
6. CORRESPONDING SECRETARY.
The corresponding secretary shall conduct correspondence for the organization.
7. RECORDING SECRETARY.
The recording secretary shall keep the records of all regular meetings and record the actions of each regular meeting, which will be presented at the next following meeting for approval by the trustees.
8. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with surety or sureties as the board may direct, conditioned upon the faithful performance of his/her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his/her hands.
ARTICLE VII – DEBT OBLIGATIONS AND PERSONAL LIABILITY
No member, officer or trustees of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or trustees be subject to the payment of the debts or obligations of this corporation.
ARTICLE VIII – SEAL
ARTICLE IX – FISCAL YEAR
The corporation’s fiscal year will be from January 1 through December 31.
ARTICLE X – COMMITTEES
The corporation’s committees will be decided by the Board on an as needed basis and the president shall appoint the chair person of such committee. The initial committees consist of the following:
1. Executive Committee – The executive committee shall consist of all officers and such trustees as appointed by the president.
2. Finance Committee – There shall be a finance committee of five persons appointed by the president to the approval of the board. The chair person will be the treasurer. The committee shall prepare and review the budget and recommend the trustees a schedule of dues and other fund raising projects to meet the budget.
3. Nominating committee – For the purposes of selecting trustees and officers, a nominating committee of three members shall be selected by the president from the trustees on or before November 1st in each year, one serving one (1) year, one serving two (2) years and one serving three (3) years each. Thereafter, members of the nominating committee will serve terms of three (3) years each. The Patchogue Arts Council members shall be notified of their names and addresses. Any member may suggest names for nomination of officers and trustees. The nominating committee shall select nominees to replace those officers and trustees whose terms expire at the next annual meeting. The list of nominees shall be mailed to the members with the notice of the annual meeting.
ARTICLE XI – AMENDMENTS
The By-Laws of the organization may be amended by a two-thirds vote of the board.
Notification of any such pending amendment will be given at the monthly meeting occurring two months prior to the meeting at which the action is to be voted on.
ARTICLE XII – DISSOLUTION
Upon the time of dissolution of the corporation, assets shall be distributed by the board of trustees after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
Article V – Trustees, Election and Term of Trustees, amended 21 November 2009 to read:
At each annual meeting of members the membership shall elect trustees to hold office until the next annual meeting except for the year 2010, at which time the annual election will be postponed until a later date when a slate of nominees can be presented.
Article V – Trustees, Election and Term of Trustees, amended 9 October 2010 to read:
The term of each trustee shall be two (2) Years. The following positions shall be elected at the Annual Meeting on odd years: President, Second Vice President, Corresponding Secretary, and Trustee. The following positions shall be elected at the Annual Meeting on even years: First Vice President, Treasurer, Recording Secretary, and Parliamentarian. At each annual meeting of the members the membership shall elect the respective trustees up for election at that time to hold office until the next annual meeting that their position is up for election. Each trustee shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and shall have qualified, or until his/her prior resignation or removal.
9 October 2010 Revision
Mission Statement: The Patchogue Arts Council is dedicated to serving the community by encouraging, promoting and supporting the arts.