Fargo Moorhead Visual Artists By-Laws Article I ORGANIZATION By-Laws
  1. The name of the organization shall be FARGO MOORHEAD VISUAL ARTISTS.
  2. The organization may change its name at its pleasure by a vote of the membership body.
Article II PURPOSES Following are the purposes for which this organization has been organized: TO PROMOTE AND SUPPORT QUALITY VISUAL ARTS IN THE FARGO MOORHEAD AREA BY EDUCATING AND ENCOURAGING VISUAL ARTISTS AND THEIR COMMUNITIES. Article III MEMBERSHIP Membership in this organization shall be open to all visual artists and supporters of the visual arts. Article IV MEETINGS The annual membership meeting of this organization shall be on the 3rd Saturday of October each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By- Laws. The Secretary shall cause to be posted on the web and communicated to every member in good standing a notice telling the time and place of such annual meeting 10 days prior to the meeting. Regular meetings of this organization shall be held as decided by the Board of Directors. The majority of members present at the annual meeting can approve/disapprove motions. Special meetings of this organization may be called by the president when the president deems it is in the best interest of the organization. Notices of such meetings shall be communicated to all members at their email addresses as they appear in the membership database at least ten (10) days before the scheduled date set for such special meetings. Such notice shall state the reasons the meeting has been called, the business to be transacted at the meeting and by whom it was called. At the request of 30 percent of the members of the Board of Directors or 30 percent of the members of the organization, the president shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting. Article V VOTING At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, voice or ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results, and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon. Article VI ORDER OF BUSINESS
  1. Roll Call
  2. Approval/disapproval of the Minutes of the preceding meeting
  3. Financial Report
  4. Guests
  5. Reports of Committees
  6. Reports of Officers
  7. Old and Unfinished Business
  8. New Business
  9. Adjournments
Article VII BOARD OF DIRECTORS The business of this organization shall be managed by a Board of Directors consisting of up to 12 members.  The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall stand for reelection every 2 years.  The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. Two thirds of the members of the Board of Directors shall constitute a quorum, and the meetings of the Board of Directors shall be held monthly. Each director shall have one vote and such voting may not be done by proxy. Voting electronically is allowed.  Develop/describe protocol for electronic voting.  The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year. The President of the organization by virtue of his or her office shall be Chairman of the Board of Directors. The Board of Directors shall select one of their members as Secretary, Vice President and Treasurer. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. A member of the Board of Directors who is absent from more than 25% of the meetings of the Board of Directors will constitute a cause for removal of that member from the Board of Directors. Article VIII OFFICERS The officers of the organization shall be as follows: President: Vice President: Secretary: Treasurer: The President shall preside at all membership meetings.  He or she shall by virtue of their office be Chairman of the Board of Directors. He or she shall present at each annual meeting of the organization an annual report of the work of the organization.  He or she shall see all books, reports and certificates required by law are properly kept or filed.  He or she shall be one of the officers who may sign the checks or drafts of the organization. He or she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. The Vice President shall in the event of the absence or inability of the President to exercise his or her office become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president. The Secretary shall keep the minutes and records of the organization in appropriate books and online.  It shall be their duty to file any certificate required by any statute, federal or state.  He or she shall give and serve all notices to members of this organization.  He or she shall be the official custodian of the records and seal of this organization.  He or she may be one of the officers required to sign the checks and drafts of the organization. He or she shall present to the membership at any meetings any communication addressed to them as Secretary of the organization. He or she shall submit to the Board of Directors any communications which shall be addressed to him or her as Secretary of the organization. He or she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He or she must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He or she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.  He or she shall exercise all duties incident to the office of Treasurer. Officers shall by virtue of their office be members of the Board of Directors. Article IX SALARIES The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization. No officer shall for reason of their office be entitled any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. Article X COMMITTEES All committees of this organization shall be affirmed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. Article XI DUES The dues of this organization shall be: Student $15.00 Professional $30.00 Article XII AMENDMENTS These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than two thirds of the members present at the annual meeting. This document last updated by majority vote at the Annual Meeting, October 17, 2015