AMENDED AND RESTATED BYLAWS
BOULDER ART ASSOCIATION
The Boulder Art Association, a corporation not for profit, incorporated under Article 20 of Chapter 31, Colorado Revised Statutes 1953, Boulder, Colorado and re-incorporated on November 17, 1989, hereby adopts these Amended and Restated Bylaws, which restate, amend and supersede the bylaws of the corporation, as previously amended, in their entirety as described below:
Description of the Organization
Section A – Name
The name of this organization shall be The Boulder Art Association, hereinafter known in these Bylaws as BAA.
Section B – Mission
BAA is organized exclusively for charitable, scientific, and educational purposes. The Mission of BAA shall be to promote the professional development and education of visual artists in the Boulder community, the marketing of its member artists, and greater collaboration between visual artists. BAA, further, shall endeavor to make the visual arts accessible to the broader community.
Section C – Governance
BAA shall be governed by a Board of Directors, hereinafter to be known in these Bylaws as the Board, and as established in Article III hereof.
Section A – Membership Composition and Privileges
- Membership in BAA is open to all persons who have paid annual membership dues. A Member shall be deemed in “good standing” upon having paid annual dues and having not been suspended by BAA, as established in Article II, Section A.6 hereof.
- BAA Members in good standing shall have the right to serve on the Board or committees, and participate in meetings and in all activities of the BAA.
- BAA Membership categories and annual dues amounts shall be set annually by policy of the Board.
- BAA Membership is open to all persons regardless of age, race, sex, disability, sexual orientation, religion, and all other protected classes under Federal, State, Local or other law.
- Members shall follow these Bylaws and the policies of the BAA. Members may be suspended by the Board for failure to comply with these Bylaws or policies and their membership privileges may be suspended for up to one year.
Section B – Membership Meetings and Activities
- BAA shall hold General Membership Meetings, at regular specified dates, times, and locations designated by the Board. These meetings shall be open to the public and shall consist of a Business Meeting and a Program set by the Board.
- BAA may hold Special Membership Meetings at special dates, times, and locations designated by the Board upon 7 days’ notice by a means reasonably suited to reach the Members. Special Membership Meetings may be designated as only open to Members in good standing. BAA may conduct any and all activities for the benefit of the general public and of the BAA Members that are consistent with BAA’s Mission. BAA may collect fees for these activities as set by policy of the Board.
- BAA shall sponsor and organize regular Exhibitions of members’ artwork and local, regional, or national juried Exhibitions open to the general public and as deemed appropriate by the Board. BAA may collect fees or commissions for these Exhibitions as set in policy of the Board. BAA shall endeavor to keep the BAA membership and area artists informed of local art activities, opportunities and news.
- BAA may, as opportunities arise, support joint ventures in cooperation with other art organizations in the community.
Board of Directors
Section A – Composition of Board
- The Board of BAA shall consist of elected Executive Committee Members and Appointed Board Members and such members shall have full voting privileges, duties, and responsibilities. Advisory Members shall also attend and participate in Board meetings without voting privileges.
- The Executive Committee shall be elected by the General Membership of BAA as established in Article III, Section B herein, and shall consist of the designated Officers of BAA: President, Treasurer, and Secretary. Executive Committee may decide to nominate a Vice President, whose term of office shall coincide with the term of the Treasurer.
- The Appointed Board members shall be appointed by the Executive Committee, and as established in Article III, Section C herein.
- The Advisory Board members shall be appointed by the Executive Committee.
Section B – Election and Terms of Executive Committee Members
- Executive Committee Members shall be elected and serve terms of two calendar years. The terms for President and Secretary shall start in alternate years of the terms for Vice-President and Treasurer.
- The terms of Executive Committee Members shall start the day following the December membership meeting of the year after their election in November. The terms of President and Secretary shall start in even-numbered years and end in the odd-numbered, second year of their term. The term of the Treasurer shall start in odd-numbered years and end in the even-number second year of their term.
- The Board shall form a Nominating Committee in August of each year for nominating the Executive Committee Officers of the next term calendar year. The Nominating Committee shall consist of the continuing Executive Committee members and two members of the general membership. The committee shall nominate candidates for the soon to be vacated position(s).
- The Nominating Committee shall present the nominated Executive Committee Members to the BAA membership at the October General Membership meeting.
- Executive Committee Members shall be elected by a simple majority of BAA membership present at the November BAA General Membership meeting. Notice of meeting of election shall be made 30 days prior to such meeting.
Section C – Appointment and Terms of Appointed Board Members
- The Executive Committee shall appoint at least three (3) and no more than seven (7) Appointed Board Members.
- The terms of Appointed Board Members shall start at the date of their appointment OR the day following the December Board meeting of the calendar year.
- Appointed Board Members shall have full Board responsibilities and Board Voting privileges.
Section D – Appointment and Terms of Advisory Board Members
- The Executive Committee may appoint Advisory Board Members, including advisors from the Boulder community at large. The most recent past President and past Treasurer shall serve as de facto Advisory Board members for one calendar year unless already serving on the Board in another capacity.
- The terms of Advisory Board Members shall begin at the date of their appointment.
- Advisory Board Members shall have advisory responsibilities and no Board voting privileges.
Section E – Resignation or Termination of Board Members
- In the event of resignation, presumption of resignation from determination of death, permanent disability or incapacity, or termination of a Board Member, the Board shall elect a replacement member to fulfill the remainder of such Board Member’s term, except in the termination or resignation of the President as established in Article IV Section D in which another member of the Executive Committee shall assume the position of President. .
- Board Members may be terminated for repeated failure to follow BAA Bylaws or adopted polices, failure to perform the duties of the office, or misrepresentation of BAA in the broader Boulder community. Board membership responsibilities and privileges will be revoked upon either:
- A two-thirds majority vote of the Board; or
- A simple majority vote of the General Membership present at a Special Membership Meeting called by a petition of 25% of the General Membership in good standing presented to the Board at a regular Board meeting. Upon receipt of the petition, the Board must call such a Special Membership Meeting within 7 days notice upon receipt of such petition.
- Resigning Board Members shall submit dated resignations to the Board. Resignations, once submitted, may not be revoked or reversed without approval of two-thirds majority of the remaining Full Board.
Duties and Responsibilities of the Board of Directors
Section A – Duties and Responsibilities of the Full Board and all Board Members
- Directors are required to perform their duties in good faith, with ordinary care, and in the best interest of the nonprofit.
- In good faith. Good faith is shown by honesty and faithfulness to duties and obligations.
- With ordinary care. Ordinary care is the use of good judgment and common sense. It means doing what an ordinarily prudent person in a similar position would do under similar circumstances.
- In the best interest of the nonprofit. A director acts in the best interest of the nonprofit if the director reasonably believes that the action will benefit the nonprofit. Doing what is in the best interest of the nonprofit means being loyalto the nonprofit – it means the nonprofit’s interest prevails over the director’s personal or business interest. Doing what is in the best interest of the nonprofit means that directors are obedient to the “laws” of that nonprofit, which include adhering to the Articles of Incorporation (or Certificate of Formation), bylaws, tax-exempt status, and faithfully following its mission and purpose.
- Directors shall follow all laws applying to the nonprofit – federal, state, and local laws and regulations.
- Directors are responsible for
- Legal Oversight of BAA.
- The board ensures that it is operating in accordance with its mission and the purpose for which it was granted tax-exempt status.
- As safeguards of the public trust, board members are responsible for protecting the organization’s assets.
- The board ensures legal and ethical integrity and maintains accountability.
- Policy, Planning and Management Oversight of BAA.
- Legal Oversight of BAA.
- The board shall conduct an annual planning meeting in fall, prior to approving the annual budget and a planning review meeting in January.
- The Board shall set the agendas for General and Special Membership meetings.
- The Board shall adopt any and all policies of the BAA not covered by, nor in conflict with, these Bylaws.
- Financial Oversight
- The board provides proper financial oversight, including setting and approving an annual budget.
- The board shall approve program budgets.
- The board shall approve fundraising efforts
- Program Oversight.
- The board ensures that programs are in place to further the mission and goals of the organization.
- The board shall appoint Committee Chairs and Committee Liaisons to all Committees.
- The Full Board shall meet at least five (5) times per year at Regular Meetings. The time and place of Regular Meetings shall be agreed upon at the first Regular Meeting of the year (the date and time of which will be set by the Executive Committee). The Full Board may meet at Special Meetings called for by a majority of the Executive Committee or called for by 2/3 majority of the Full Board.
- A simple majority of Full Board members (counting Executive Committee and Appointed Board members), with at least two Executive Committee members in attendance, shall comprise a Board quorum for Board Meetings. A simple majority of the quorum is required to pass all Board motions. All members of the Full Board shall have voting privileges. Board members shall waive voting privileges and recuse themselves from discussion on issues before the Board in which they have a personal or financial stake.
- Issues of strong and immediate Board interest may be voted upon by the Full Board through electronic mail (Email) outside of Board Meetings with notice and motion provided to all Full Board Members. For issues to pass by Email vote, the motion and action must receive a simple majority affirmative vote of a Board E-mail Quorum which shall consist of all Full Board members (counting Executive Committee and Appointed Board members). Issues passed by electronic vote must be recorded into the minutes of the next Regular or Special meeting of the Full Board.
- Roberts Rules of Order will guide voting procedures. In the event of conflict of rules or procedures, between these Bylaws and the adopted version of Roberts Rules of Order, these Bylaws shall take precedence.
- All Board members are expected to attend BAA board meetings. Board members may be excused by action of the President or Secretary.
Section B – Specific Duties and Responsibilities of the Executive Committee of the Board
- The Executive Committee of the Board shall meet at least five (5) times per year at Regular Executive Committee Meetings and shall meet at least one week prior to all Regular Meetings of the Full Board. The Executive Committee may meet at Special Executive Committee Meetings called for by the President or any two (2) members of the Executive Committee.
- The Executive Committee shall honor and enforce all policies set by the Full Board and shall be the final arbiter and interpreter of all BAA policies.
- The Executive Committee shall present pertinent matters of business to the Full Board or General Membership.
- The Executive Committee shall set the agenda for meetings of the Full Board. At the start of the board meeting, Appointed Board Members may place issues on the agenda.
- The Executive Committee shall have the authority to act for the Full Board or General Membership in the event of an emergency, notifying the Full Board and General Membership of the decision or action taken within 5 days or the next Regular Board, Meeting, whichever is sooner. Emergency shall be defined as an event that requires immediate action before the next Full Board meeting that poses significant risk of damage or loss of property, loss of monies or other financial instruments, triggering of emergency requirements under contractual obligations, substantial damage to BAA’s reputation, or injury or death during a BAA-sponsored activity.
- The Executive Committee may submit amendments to these Bylaws for approval by the Full Board as established in Article VII, Section A of these Bylaws.
Section C – Duties and Responsibilities of the President
- The President shall serve as chair of the Board of Directors, and shall preside over all meetings of the Executive Committee of the Board, Full Board, and General Membership.
- The President shall serve as the primary representative or liaison of BAA to the broader community and other arts organizations. The President may designate other Board members to also serve in capacity of community representative or liaison.
- The President shall submit grants on behalf of the BAA.
- The President shall serve as a member of the Fundraising and Grants Committee as established in Article V, Section B of these Bylaws.
Section D – Duties and Responsibilities of the Vice-President (if elected)
- The Vice-President shall perform the duties of the President in the absence of, suspension of, or at the request of the President or the Full Board.
- The Vice-President shall act as Parliamentarian at Board and General Member Meetings to resolve questions of meeting procedure.
Section E – Duties and Responsibilities of the Treasurer
- The Treasurer shall receive monies and maintain custody of all financial instruments and accounts on behalf of BAA. The Treasurer shall seek approval of the Full Board for opening or closing accounts, and creating or terminating financial instruments.
- The Treasurer shall be responsible for all financial transactions, but may temporarily delegate authority to collect monies to other BAA members in good standing in the absence of the Treasurer. The Treasurer shall notify the Executive Committee of any such delegations of authority.
- The Treasurer shall report the financial status of BAA to the Board at Regular Board meetings and quarterly to the General Membership via email.
- The Treasurer shall maintain financial records of BAA
- The Treasurer shall prepare all Federal, State and Local Tax returns and corporate documents and file them upon approval of the Full Board.
- The Treasurer shall hold all BAA financial records for a period of seven (7) years.
- The Treasurer shall prepare an annual calendar-year budget for approval of the Full Board in November for the upcoming year. The Treasurer shall solicit budget advice from the Executive Committee, Full Board and other committees prior to completion of the annual budget.
Section F – Duties and Responsibilities of the Secretary
The secretary assumes two roles. The internal role, often referred to as a recording secretary, involves generating and filing all of the group's corporate documents, minutes of meetings, general mailing lists, and databases in a safe place. The second role is external -- to handle all the official correspondence of the organization, monitoring e-mail traffic, keeping the organization's website current, and anything else that involves communication between the group and the broader community.
- The Secretary shall keep minutes and other records of all Executive Committee, Full Board and General Membership meetings of the BAA. Minutes shall be distributed to the Full Board and posted to the BAA website.
- The Secretary shall prepare agendas for all Board, Executive Committee and General Member meetings, collecting and reporting all agenda items from Officers and Board members. The Secretary shall distribute agendas to Board Members and shall post them on the BAA website at least 3 days before meetings.
- The Secretary shall notify Board Members of upcoming Regular or Special Board meetings at least 5 days in advance of the meeting.
- The Secretary shall notify General Members of upcoming Regular or Special Member meetings at least 5 days in advance of the meeting. The Secretary shall notify General Members of meetings with Special Votes at least 7 days in advance of the meeting.
- The Secretary shall maintain the archives of BAA
- The Secretary shall serve as a member of the Communications Committee.
Section G – Specific Duties and Responsibilities of Appointed Board Members
- Appointed Board Members shall attend all Regular and Special Board meetings to conduct the business of BAA.
- Appointed Board Members shall serve as chairs, or Liaison or members of committees established in Article V Sections B and C of these Bylaws. Appointed Board Members shall serve on at least one (1) Committee or Liaison position.
Section A –Committee Appointments
- The Full Board shall establish Committees and recruit volunteer committee members to implement the business of BAA as the Full Board may deem necessary from time to time. The Full Board shall appoint Committee Chairs or Board Liaison Members for each Committee. Committee Chairs may be appointed from the General Membership or Appointed Board In the event that a Committee Chair is not a Member of the Appointed Board, the Full Board shall also appoint an Appointed Board member to serve as Liaison Member of the Committee. The Appointed Board Member shall provide regular reports of the Committee’s activities to the Full Board at Regular Board Meetings.
- Committees may implement policies with respect to their designated duties and responsibilities upon approval of the Full Board.
- The Full Board may revoke the positions of Committee Chairs or Committee membership for failure to abide by these Bylaws or policies approved by the Board.
Section B – Standing Committees
- The permanent Standing Committees of BAA shall be
- Marketing/PR/External Communications (Communications)
- Duties of Standing Committees are set forth in Appendix A to these Bylaws and as otherwise determined by the Full Board from time to time.
Section C – Ad Hoc Committees
- The Executive Committee may create temporary, Ad Hoc Committees of BAA whose duties shall not overlap with duties of the Standing Committees, as established in Article V, Section B herein.
- Duties of Ad Hoc Committees shall be enumerated and approved by the Full Board.
Section A – Establishment of Art Center
Upon the review and approval of the Full Board, BAA may enter a lease and purchase or receive donations in order to establish an Art Center for BAA facilities.
Section B – Termination of Art Center
The Full Board may terminate an established Art Center, per terms of any contracts related to the lease or purchase of the Art Center, for any reason the Full Board may deem appropriate.
Section A – BAA Member Contact Information
A BAA Member’s contact information shall not be released to non-members, other entities, or other organizations without the prior written consent of the member and the Executive Committee of the Board.
Section B – BAA Representation by Members
A BAA Member may represent the BAA in an official capacity only with the approval of the President, Full Board, or Executive Board as prescribed in these Bylaws.
Amendment of Bylaws, Corporate Documents, or Dissolution
Section A – Amendment of Bylaws
Proposals to amend these Bylaws shall be initiated:
- By action of the Executive Committee; or
- By petition of 25% of the General Membership
The Bylaws shall be amended by majority vote of Board members present at any Board or Special membership meeting, provided that notice has been given 7 days in advance.
Section B – Amendment of Corporate Documents
BAA's Certificate of Incorporation or other State or Federal corporate or tax status may be amended by majority vote of members present at any Regular or Special membership meeting, providing notice has been given 10 days in advance, and notice of such voting has also been posted once in a newsletter or email to the entire General Membership, and on the BAA website, whereupon a Certificate of Amendment or other relevant documents shall be executed by the President, Vice President and Secretary or Treasurer accordingly, after which such amendment shall be promptly filed with the relevant government agency.
Section C – Dissolution of BAA Corporation
In the event of the dissolution of BAA, no part of the net earnings or assets of BAA shall inure to the benefit of any BAA members or other individuals; the assets and monies of BAA shall be distributed to one or more visual arts nonprofit organizations in the area of Boulder County which are in agreement with the mission and goals of BAA.