Arts Wisconsin Bylaws

Approved by the Board of Directors and by Arts Wisconsin membership – 3-12-14

BYLAWS OF ARTS WISCONSIN, INC.

A NON-PROFIT CORPORATION

Article 1. Name.

The name of this non-profit corporation, as provided by its articles of incorporation, shall be Arts Wisconsin, Inc., hereinafter referred to as Arts Wisconsin.

Article 2. Purpose.

Arts Wisconsin is organized not for profit under Chapter 181 of the Wisconsin Statutes and its purposes are limited to charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The objectives and purposes are to advocate for the arts in Wisconsin so that everyone in Wisconsin can experience the arts. Arts Wisconsin serves Wisconsin’s creative community, and builds and sustains grassroots and statewide support to enliven and invigorate all of the state’s communities through the arts, through:

  • policy and advocacy
  • professional and leadership development and training
  • research and information
  • promotion, visibility and recognition for the arts on the local, statewide, regional and global levels
  • strategic alliances, partnerships and coalitions

Article 3. Membership.

            Section 1. Classes of Membership

There shall be two classes of membership:

                        A. Organization Members.

Organization members shall consist of organizations, institutions, or agencies which promote, present, or otherwise support the development of the arts, artists, and arts organizations in the state of Wisconsin. Organization members are entitled to the full range of services provided by Arts Wisconsin.

                        B. Individual Members.

Individual members shall consist of individuals who want to join Arts Wisconsin in order to further Arts Wisconsin’s goals.

Section 2. Membership, Dues, and Voting.

                        A. Membership shall become effective upon payment of annual dues.

  1. Dues for each class of membership shall be approved by majority vote at the annual meeting of Arts Wisconsin.
  2. “Organization Members” who are in good standing, shall be offered one vote, cast by a representative of stated organization.
  3. “Individual Members” who are in good standing shall have one vote.

E. Members in good standing may vote electronically, through web portal or in person.

            Section 3. Membership General Powers.

  1. Each member, who is in good standing and regardless of class, is entitled a vote on the election of a representative Board of Directors, per Article 5, section 2.
  2. Each member, who is in good standing and regardless of class, is entitled a vote on the adoption of an annual advocacy platform, marking the strategic direction of the Arts Wisconsin organization.
  3. Each member, who is in good standing and regardless of class, is entitled to a vote to adopt any change to the bylaws of Arts Wisconsin, as proposed by the Board of Directors.

Article 4. Meetings.

            Section 1. Annual Meeting.

An annual meeting of Arts Wisconsin shall be held during the first quarter of each fiscal year at a specific date, time and location determined by the Board of Directors.

  1. The Annual Meeting is the opportunity for Membership votes to be reported on any outstanding business.
  2. The Annual Meeting is the opportunity to adopt the annual Board of Director representation per Membership voting, and includes the Board of Directors appointing the organizational senior leadership with roles of President, Vice-President, Treasurer, and Secretary.
  3. The Annual Meeting is the opportunity to adopt policy or bylaw changes, proposed by the Board of Directors, and approved by the Membership.
  4. The Annual Meeting is the opportunity for the Board to affirm any platform or advocacy direction from Membership.
  5. The Annual Meeting is the opportunity for the Board to receive direct feedback from Membership in the form of direct participation or by representative participation of regional representatives.

            Section 2. Special Meetings.

Special meetings of Arts Wisconsin may be held as necessary and determined by the Board of Directors to conduct business of Arts Wisconsin.

            Section 3. Quorum and Procedure

Twenty-five (25) percent of the total membership including representatives of members and individual members shall constitute a quorum for a vote at a membership meeting of Arts Wisconsin. At any meeting of Arts Wisconsin, on questions of parliamentary procedure not covered in these bylaws, a ruling of the President shall prevail.

Article 5. Board of Directors.

            Section 1. General Powers.

  1. The Board of Directors is responsible for the managerial affairs of Arts Wisconsin.
  2. The Board of Directors is responsible for making all rules, regulations, and policies which it deems necessary for the management of Arts Wisconsin and its affairs and properties consistent with the Articles of Incorporation and the bylaws of Arts Wisconsin.
  3. The Board of Directors carries fiduciary responsibility for Arts Wisconsin and has power to approve and oversee all budgetary action of the organization.
  4. The Board of Directors provides oversight to the Executive Director for Arts Wisconsin. No Director shall be entitled to compensation for services as the director and any compensation offered shall be at the sole discretion of the Board of Directors.
  5. The Board of Directors has the ability to draft amendments or changes to the Bylaws for the adoption by the Membership.
  6. The Board of Directors has the ability to draft Advocacy and Strategic Direction items, but can only adopt these platforms after a membership vote.

            Section 2. Number, Tenure, and Qualifications.

The number of Directors shall be fifteen (15) elected annually by the membership of Arts Wisconsin by electronic vote.

Board of Directors shall reflect the geographic and cultural representation of the state and shall balance the urban/rural distribution of the Wisconsin population. Directors shall be elected for three-year terms. The Directors elected at the annual meeting to succeed the Directors named in the Articles of Incorporation shall be elected for staggered terms of three, two and one years. As the terms of such Directors expire, their successors shall be elected for terms of three years and until their successors are elected and have qualified.

Section 3. Resignation, Removal and Filling Vacancies.

Any Director shall be subject to removal for cause by a 2/3 majority vote of the Board. If a Director is removed, resigns, or misses two meetings without an excuse acceptable to the Board, the Board may declare that position vacant and may appoint a qualifying member to fill the vacancy until the next election at which time a Director will be elected to

completethe remaining time of the unexpired term.

            Section 4. Meetings, Quorums, and Procedures.

The Board of Directors shall meet as necessary to conduct and implement the affairs and policies of the Arts Wisconsin. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. At any meeting of the Board of Directors, on questions of parliamentary procedure not covered in these bylaws, a ruling of the President shall prevail.

            Section 5. Presumption of Assent.

A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Article 6. Officers.

            Section 1. Officers.

The officers of Arts Wisconsin shall be a President, a Vice-President, a Secretary, and a Treasurer.

            Section 2. Election and Term of Office.

The officers shall be elected by and from the Board of Directors at the first meeting of the Board of Directors following the annual meeting for a term of one year. The election of officers should take into consideration the geographic and cultural diversity and urban/rural representation of the Board of Directors.

            Section 3. Resignation, Removal and Filling Vacancies.

Any officer shall be subject to removal for cause by a majority vote of the Board. If an officer is removed or resigns, the Board shall elect a Director to fill the vacancy until the first meeting of the Board of Directors following the next annual meeting.

            Section 4. Duties.

In addition to the specific duties described herein, the duties of the officers shall include those assigned to them by the Board of Directors.

  1. The President. The President shall preside over all meetings of the general membership, including the annual meeting, all meetings of the Board of Directors, and the Executive Committee. Unless otherwise described in these bylaws, the President shall appoint and shall be an ex-officio member of all committees.
  2. The Vice-President. The Vice-President shall assume all duties of the President in the absence of the President.
  3. The Secretary. The Secretary shall be responsible for all corporate records, and shall keep the minutes of all meetings of the general membership, including the annual meeting and meetings of the Board of Directors.
  4. The Treasurer. The Treasurer shall be responsible to keep records of financial transactions of the Corporation, which duty may be delegated by the Treasurer to a member of the staff of the Corporation.

Article 7. Committees.

            Section 1. Executive Committee.

An Executive Committee, consisting of the officers of Arts Wisconsin, shall be empowered to conduct Arts Wisconsin business between meetings of the Board of Directors.

            Section 2. Governance Committee.

A Governance Committee, consisting of at least three (3) members, shall be appointed annually to nominate, orient and support Directors as necessary and appropriate.

            Section 3. Other Committees.

Other committees may be established as deemed necessary by the Board of Directors.

Article 8. Contracts, Checks, Deposits, and Funds.

            Section 1. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of Arts Wisconsin, to enter into any contract or execute and deliver any instrument in the name of the organization.

Article 9. Books and Records.

            Section 1. Maintaining and Accessing Books and Records.

Arts Wisconsin shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board, and committees having any authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of Arts Wisconsin may be inspected by any member for any proper purposes at any reasonable time and on behalf of Arts Wisconsin; and such authority may be general or confined to specific instance.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issues in the name of Arts Wisconsin shall be signed by such officer or officers, agent or agents of Arts Wisconsin, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.

            Section 3. Deposits.

All funds of Arts Wisconsin shall be deposited from time to time to the credit of Arts Wisconsin in such banks, trust companies or other depositaries as the Board of Directors may select.

            Section 4. Gifts.

The Board of Directors may accept on behalf of Arts Wisconsin any contribution, bequest, or devise for the general purposes or for any special purpose of Arts Wisconsin.

Article 10. Indemnification of Directors, Officers and Volunteers.

Arts Wisconsin shall indemnify its Directors and Officers to the same extent as Directors and Officers are required to be indemnified by sections 181.041-181.047 of the Wisconsin Statutes and shall indemnify its Volunteers in the same manner and to the same extent that it indemnifies its Directors and Officers. For purposes of these bylaws, “Volunteer” means a natural person and an employee of the Arts Wisconsin who provides services to or on behalf of Arts Wisconsin without compensation.

Article 11. Fiscal Year.

The fiscal year of Arts Wisconsin shall begin on the first day of July and end on the last day of June each year.

Article 12. Seal.

Arts Wisconsin shall have no seal.

Article 13. Amendments.

These bylaws may be repealed or amended by a majority vote of the Regular members present at any annual meeting of Arts Wisconsin, or at any special meeting of Arts Wisconsin called for such purpose, at which a quorum is present; provided, however, no such action shall change the purposes of the Arts Wisconsin so as to impair its rights and powers under Wisconsin Statutes or Section 501(c)(3) of the Internal Revenue Code.

Article 14. Dissolution.

In the event of the dissolution of the Corporation, all of its assets, after payment of its debts and

liabilities, shall be disposed of exclusively for the purposes of the Corporation to such organization or organizations as the Board of Directors shall select, which shall at the time, qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 2013 or any successor statute thereto.

KNOW ALL PEOPLE BY THESE PRESENT: That the undersigned Secretary of Arts Wisconsin identified in the foregoing bylaws does hereby certify that the foregoing bylaws were duly adopted by the members of said Arts Wisconsin, on the 12th day of March, 2014 at a duly called and constituted meeting of Arts Wisconsin, and that they do now constitute the bylaws of said Arts Wisconsin.

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Carole Spelic, Secretary