BYLAWS

CLAYTON VISUAL ARTS, INC.

APPROVED FEBRUARY 1, 2011

ARTICLE I

Section 1. Name

The name of this organization shall be Clayton Visual Arts, hereafter referred to in this document as CVA.

Section 2. Location

CVA shall operate exclusively in Clayton, North Carolina.  The principal office shall be located within Clayton, N.C. at a place designated from time to time by the Board of Directors.

Section 3. Registered Address

The registered address of CVA is P.O. Box 698, Clayton, N.C. 27528.  The registered office shall reside at the home of the current President.

ARTICLE II

PURPOSE AND OBJECTIVES

Section 1. Purpose

  • A.  CVA is a non-profit organization dedicated to encourage, promote and teach an appreciation for visual arts to the residents of the Clayton area.  CVA is organized exclusively for charitable, cultural and educational purposes.
  • B.  CVA will qualify at all times as an organization exempt from Federal Income Tax under the 501 (a) section of the Internal Revenue Code of 1986, as amended (the “code” or “Internal Revenue Code”), by qualification as an organization described in section 501 (c) (3) of the Code and that it will qualify at all times as an organization to which tax deductible contributions can be made.

Section 2. Objective

  • A.  CVA will work to bring the arts to all the people of Clayton through diverse projects.
  • B.  CVA will conduct visual arts shows and competitions as well as conduct artist’s demonstrations and teaching seminars.  CVA will provide forums for artists to display and sell their works.
  • C.  CVA will strive to promote visual arts within the community..
  • D.  CVA will conduct fundraising events to provide financial support to maintain its own programs and operations as well as to support special public arts projects.
  • E.  CVA will provide support services for local government, other arts organizations and local artists.
  • F.  CVA will work to maximize the overall quality, diversity and accessibility to all the areas arts activities.
ARTICLE III

MEMBERS

Section 1. General Membership

General membership in CVA will be open to any individuals, businesses or organizations who are committed to the CVA objective of promoting the arts and artists in the Clayton, N.C. area.  The Board of Directors shall establish dues and conditions of general membership.  General members shall be able to vote at the annual meeting and hold office.

Section 2.  Annual Meeting

An annual meeting of the general membership shall be held at a time and place selected by the Board of Directors.  The purpose of the annual meeting shall be to elect members to the Board of Directors and to transact such other business as may properly come before the Board of Directors.

ARTICLE IV

BOARD OF DIRECTORS

Section 1.  Board of Directors

CVA business and affairs will be governed by a Board of Directors.  The Board shall consist of not fewer than five (5) nor more than nine (9) members.

Section 2.  Qualifications of Directors

All Directors of CVA shall be members of CVA and be individuals who reside in the Clayton economic area or who by virtue of their involvement in a business, art or charitable organization operating in the Clayton area, have an interest in or concern for the art needs of the community.

Section 3.  Terms and Election

All terms for Directors shall be for three (3) years.  Directors may not serve more than two (2) consecutive terms and are not eligible for election again for a period of one (1) year after the expiration of their second term unless approved with a 2/3 vote of the entire Board of Directors.  Board members will be elected by the General Membership at the Annual Meeting each year.

Section 4.  Resignation of Directors

A Director may resign at any time by giving a written notice thereof.  The resignation shall take effect at the time specified therein or upon acceptance by the Board of Directors.

Section 5.  Removal

The Board of Directors may remove any board members with a 2/3 majority vote whenever, in their judgment, such removal will be in the best interest of CVA.  Missing three Board meetings in a row is grounds for immediate removal.

Section 6.  Vacancies

The Board of Directors shall fill any vacancies with a member of the General Membership.  Such Directors shall serve for the unexpired term of their predecessor and shall be eligible for nomination for another full term.

Section 7.  Meetings

The Board of Directors shall hold regular or special meetings at a place determined by the Board.

  • A.  Regular Meeting.
    The Board of Directors shall meet monthly at a time and place as they may determine.
  • B.  Special Meetings.
    Special meetings of the Board of Directors may be called by the President at any time or by any three (3) or more Directors.  Notice of such meeting shall be given at least four (4) days prior to the meeting by e-mail, regular mail, or in person.  The notice shall state the purpose or purposes thereof.
  • C.  Quorum
    A majority of the number of Directors fixed in Section 1. shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  At any meeting of the Directors at which a quorum is not present, a majority of the Directors present may adjourn the meeting.

Section 8.  Compensation

No Board Director or Officer shall receive any salary or compensation for his or her services and no part of the funds of CVA shall inure to benefit any Board Director or Officer during the existence or in the event of dissolution of the CVA.

ARTICLE V

OFFICERS

Section 1.  Officers

The Officers of CVA shall be President, Vice President, Secretary and Treasurer.  The terms of office shall be one year.  Officers may not serve more than two consecutive terms in the same office, unless approved with a 2/3 vote of the entire Board of Directors.

Section 2.  Election

The Board of Directors will elect their Officers at the first Board meeting following the Annual Meeting.

Section 3.  Removal

The Board of Directors may remove any Officer when in their judgment such removal will be in the best interest of CVA.  This action must be approved with a 2/3 majority vote of the Directors.

Section 4.  Vacancies

The Board of Directors shall fill all vacancies occurring among the Officers with a current member of the Board or with a member from the General Membership.  Such officers shall serve the unexpired term of the predecessor and shall be eligible for nomination for another full term.

Section 5. Duties of Officers

The duties of the Officers shall be those common to the respective office.  Such duties shall include, but shall not be limited to the following:

  • A.  President
    The President shall preside at all meetings of the Board of Directors and General Membership.  The President is an ex-officio member of all committees.  The President may appoint Standing and Special Committees as needed and define the powers, duties and period of their existence.  The President, with the Secretary, shall execute, on behalf of CVA, written documents and instruments when authorized by the Board of Directors.  The President shall perform such duties as state in these By-Laws.
  • B.  Vice President
    The Vice President, in the absence of the President, shall assume all duties of the President.  The Vice President shall oversee the functioning of such committees as the President shall designate.
  • C.  Secretary
    The Secretary shall record the minutes of all Board of Director meetings as well as the Annual Meeting.  The Secretary shall execute, with the President, on behalf of CVA, written documents as may be authorized by the Board of Directors.  The Secretary shall perform such other duties as may be assigned by the President with the consent of the Board of Directors.  At the expiration of the Secretary’s term of office all property and records shall be turned over to the incoming Secretary.
  • D.  Treasurer
    The Treasurer shall have charge of all money collected on behalf of CVA and pay all bills incurred by CVA.  The Treasurer shall deposit all funds into a bank account at a bank approved by the Board of Directors.  The Treasurer shall pay all bills from the afore mentioned bank.  The Treasurer will present a financial report to the Board of Directors monthly.  The Treasurer will present a draft budget for the following year to the Board of Directors at the April meeting each year.  At the expiration of the Treasurers term of office all property and accounting records will be turned over to the incoming Treasurer.
ARTICLE VI

MEETINGS

Section 1. General Membership

  • A.  General Meetings
    CVA Board of Directors and General Membership shall meet at least once monthly at a time and site to be designated by the Board of Directors.  This will be a combined meeting with both groups.  The purpose of these meetings will be to transact such business as may come before CVA and to plan future events and evaluate past projects.
  • B.  Special Meetings
    Special Meetings may be called at any time by the President or any three (3) or more Directors.  Notice of such meetings shall be given at least three (3) days prior to the meeting.  Special meetings may be held in executive session at the discretion of the President.
  • C.  Quorum
    A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.
ARTICLE VII

COMMITTEES

Section 1.  General

  • A.  Formation
    The President shall have the power to create Committees.  The purpose of all Committees shall be clearly stated.  Committee members or the President shall appoint a Committee Chairperson.
  • B.  Composition
    All Committees shall consist of at least three (3) members.  The President shall have the power at any time to fill, change the size or membership of, and discharge any Committee or members thereof.
  • C.  Limitations
    Committee duties and powers shall be limited to their stated purpose.
  • D.  Meetings
    Committees shall meet as needed at the call of the respective Chairperson.  Committees shall keep minutes of their proceedings and shall report their progress at the monthly General Membership meeting.
  • E.  Quorum
    A majority of the members of a Committee shall constitute a quorum and a majority of the quorum present shall constitute the action of the Committee.  Each member of a Committee shall be entitled to a vote.

Section 2.  Standing Committees

  • A.  Formation
    The Board of Directors shall have the power to establish Standing Committees.  The purpose of all Standing Committees shall be clearly stated.  The Board shall elect the Chairperson of all Standing Committees.  The Chairperson shall choose the Committee members.
  • B.  Limitations
    All standing Committees duties and powers shall be limited to their stated purpose.  The Board of Directors may discharge a Standing Committee or members thereof as deemed necessary by a majority of the Board.
  • C.  Meetings
    Standing Committees shall meet as needed at the call of the respective Chairperson.  Standing Committees shall report their actions after each meeting at the next monthly General Membership meeting.
  • D.  Quorum
    A majority of the members of a Standing Committee shall constitute a quorum and a majority of the quorum present shall constitute the action of the committee.  Each member of a Standing Committee shall be entitled to a vote.
ARTICLE VIII

FINANCIAL CONSIDERATIONS

Section 1.  Books and Records

The Board of Directors shall keep correct and complete financial accounting records and minutes of all proceedings of the Board of Directors.  There shall be an annual independent review of the Financial Statement of CVA.

Section 2. Contracts

The Board of Directors may authorize any officer to enter into contracts on behalf of CVA.

Section 3.  Loans

No Loans shall be contracted on behalf of CVA without authorization by a Resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 4. Checks

All checks for payment of money issued by CVA shall be signed by the Treasurer of CVA or in such manner as shall be determined by Resolution from time to time by the Board of Directors.

Section 5. Deposits

All funds of CVA shall be deposited to the credit of CVA in a timely manner to a bank or depository as the Board of Directors shall direct.

ARTICLE IX

Section 1. Indemnification

Each person who is or was a Director or Office of CVA or any person who may have served at the CVA’s request shall be indemnified to the fullest extent permitted by law against liabilities and reasonable litigation expense including Attorney’s fees.

Section 2.  Compensation

No part of the income of CVA shall be distributed to its Directors or Officers.  CVA may however, pay reimbursements or compensation in a reasonable amount to its Directors or Officers for expenses actually incurred.

Section 3. Conflict of Interest

Directors, Officers and Committee members shall disclose the existence of any financial interest when considering any proposed transaction or arrangement is being considered by the Board or Directors.  Following disclosure and discussion with the interested person, he/she shall leave the meeting while the remaining Board members discuss and vote upon their determination as to whether a conflict of interest exists.  Failure to disclose an actual or possible conflict of interest shall compel the Board of Directors to remove the interested person from the Board or Committee.

ARTICLE X

Section 1. Amendments

These By-Laws may be amended by a two thirds (2/3) vote of the members present, a quorum being present, at any regular meeting of the Board of Directors; provided, however, that at least thirty days notice, in writing, has been given of intention to amend the By-Laws at such meeting and a copy of the proposed By-Laws change(s) is given with such notice.

ARTICLE XI

Section 1. Dissolution

In the event of dissolution of CVA, the residual assets of the organization shall be turned over to one or more arts organizations which themselves are Tax-exempt organizations described in Section 501 (c) (3) and 170 (c)   (2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or Federal, State or Local Government.

Clayton Visual Arts is a nonprofit, 501 (c) 3 corporation dedicated to bringing art to Clayton. It is supported in part by the Town of Clayton Cultural Arts Foundation and private donations.