By-Laws and Policies
Revised and Approved on October 28, 2014
Article I – Name and Office
London Visual Arts Guild (LVAG) was established in order to promote art and art education in London and the Madison County area of Ohio. The principle office of the organization will be in the City of London, County of Madison, State of Ohio.
Article II – Mission
The mission of LVAG shall be to benefit the citizens of the community by encouraging the visual arts, by promoting interest in art produced by members, students, and others, and by sponsoring art exhibitions, workshops, meetings, and social activities to promote, discuss, and critique art.
Article III – Members
Section 1. Membership shall be open to all persons, without discrimination, who are fourteen (14) years of age or older and who have an interest in, and commitment to, the mission of LVAG. Those under 18 must have written permission from a parent. Application for membership may be made at any time, but the membership year is January 1 – December 31. Membership fees will not be pro-rated to partial years. However, new members signing up August 1st or after, and paying for the following year, will pay a lesser amount for the remainder of the current year (amount will be set by the Board). For purposes of membership, a family shall consist of two adults and their minor children.
Section 2. All active members in good standing may:
- Attend all LVAG Board meetings except Executive Sessions
- Provide input and/or opinion statements during Board meetings
- Participate in the nomination and election of members to the Board of Directors
- Sit on the Board of Directors
- Participate in exhibitions, workshops, events and all social functions hosted by LVAG
Section 3. Termination of Membership
- Membership may be terminated at any time by a majority vote of the Board of Directors for any just cause.
- Membership may be restored, by a majority vote of the Board of Directors, following a petition for reinstatement by a terminated member.
Article IV – Board of Directors and Statutory Agent
Section 1. Board of Directors
- The Officers of LVAG shall be President, Vice President, Secretary, and Treasurer.
- In addition to the Officers, there shall be three (3) at-large members of the Board of Directors, elected by the general membership, for a total of seven (7) Board members.
- The term of office for Officers and other Board members shall be for one year, and it shall commence January 1 and shall terminate December 31.
- No person shall hold any one Officer position for more than four (4) consecutive years.
- The Vice President shall act as President in the absence or incapacity of the President and shall fill a vacancy in the office of President.
- In the event a position other than President becomes vacant, the President shall appoint a person to fill the vacancy subject to ratification by the full Board of Directors.
Section 2. Statutory Agent
There shall be a Statutory Agent, the legal representative of the Secretary of State of Ohio to LVAG, and he/she shall be selected by the Board of Directors.
Section 3. The Board of Directors shall manage, control, and record the business and affairs of LVAG subject to the provision of the Ohio Non-Profit Corporation Act and these Bylaws.
- The Board of Directors shall consist of the seven (7) members of LVAG listed in Article IV, Section 1.
- Unless stated otherwise in these By Laws, on the Board of Directors, a quorum shall consist of five (5); a majority vote shall prevail.
- Each Board member present shall have one vote; no Board member may cast a vote other than his/ her own.
- Board members can not miss more than four Board meetings in a calendar year.
- The Board of Directors shall meet on a monthly basis. The Secretary shall notify the Board members of any changes in plans.
- Special meetings of the Board of Directors may be called if four members are in agreement that one is needed. Notice will be sent to all Board members at least one week in advance of the special meeting.
- Executive Sessions of the Board may be called at the discretion of the President when issues regarding personnel or other sensitive issues arise.
Section 4: Responsibilities of the Board Members
- Preside at all LVAG Board and business meetings
- Appoint special committees with the approval of the Board of Directors and assign duties to those committees
- Inform members regarding the activities and progress of LVAG and its financial condition.
- Execute agreements and legal instruments together with any other officer of LVAG as permitted by law and/or rules of LVAG (e.g., sign checks).
- Guide the Board of Directors in making sure the interests of the general membership are served in terms of programs, range of member activities, and relation of LVAG to other organizations, etc.
- Request reports from committee Chairs as required.
- Ensure that long-term plans are made for meetings, programs, and other activities (i.e., maintain calendar).
- Conduct Board meetings.
- Provide a meeting agenda.
- Attend to building security after meeting.
- Vice President
- Assist the President as needed. Execute responsibilities of the President when absent or unable to serve.
- Be responsible for any committees as directed by the President
- Act as a liaison between LVAG and other organizations
- Chair the Membership committee
- Collect, record, and deposit checks for membership in LVAG.
- Pay all bills.
- Keep complete and accurate accounts of LVAG finances, showing receipts, disbursements, balances, and locations of bank accounts, etc.
- Chair the Finance committee
- Provide monthly financial statement to LVAG Board.
- Present complete accounts to LVAG Controller by January 15 of each year for audit.
- Maintain the most recent seven (7) calendar years of financial records
- Take minutes at meetings. Distribute them to Board members at least 10 days before next Board meeting. Minutes to include reminder of next Board meeting date.
- Conduct all official correspondence, including sending announcements of other meetings as needed
- File corrected minutes and related handouts in appropriate place.
- Maintain current list of members.
- All Directors
- Represent the interests of the LVAG membership at large in the financial planning, liaison to LVAG, and general administration of LVAG
- Develop LVAG membership by recruiting new members and making new members and visitors feel welcome. Scout for potential leaders or helpers and inform relevant committee chairs.
- Present ideas to the Board of Directors concerning ways to improve LVAG and/or to further its mission.
- Chair or serve on ad hoc committees as needed.
Article V – Nominations and Elections
Section 1. Nominations for election to the Board of Directors will be taken at the September General Meeting. Any active member in good standing may submit a nomination. The list will be kept by the Secretary.
Section 2. All LVAG members shall be notified of the slate of nominees prior to the October Annual Meeting.
Section 3. Elections shall take place at the October Annual Member Meeting.
Section 4. Voting for an uncontested position may occur by a show of hands. A majority of members present, voting in the affirmative, shall constitute an election to the Board.
Section 5. If there is more than one nominee for a position, a vote will be taken by secret ballot.
- No member may cast a ballot other than his/her own.
- Ballots will be tabulated immediately by the Vice President and Secretary, and the elected slate shall be announced at that time. If either the Vice President or Secretary is not in attendance the President shall appoint another Board member to take their place(s) in ballot counting. A majority of members present, voting in the affirmative, shall constitute an election to the Board.
- In case of a tie, the outcome shall be decided by a flip of a coin.
Article VI – Removal of Officers and Directors
If a Board of Directors member fails to perform the duties of his/her office, the Board may suspend a specific Director or Officer with a 2/3 vote. The suspended Director will have two weeks from the time of notification to appeal the suspension, in writing, submitted to the Statutory Agent. At that time, if no appeal has been submitted, the Director will be considered removed from the Board. If the suspended Director submits an appeal to retain his/her position, the full membership of LVAG shall vote at the next scheduled Board meeting, using secret ballots. The vote results shall be tabulated by the Statutory Agent.
Article VII – Committees
Section 1. The President shall create committees at the recommendation of the Board and shall appoint committee chairmen for same. Such appointments are subject to the approval of the majority of the Board.
Section 2. Committees shall report monthly to the Board.
Section 3. Standing Committees: The following committees shall always be considered to be in existence:
- Membership: Responsible for the recruitment of members and maintaining communication amongst the general membership of LVAG
- Finance: Responsible for providing a monthly financial statement to the Board of Directors. Also responsible for end-of-year financial statements and all federal, state and local tax payments and returns.
- Education: Responsible for the coordination of all educational outreach activities, such as classes and seminars hosted by LVAG, and promotion of those activities within Madison County.
- Selection: Responsible for jurying all artwork to be displayed at all LVAG sponsored events and gallery shows. Artwork will be selected by the Jury as to content appropriate for display to the community
Article VIII – Annual and General Meetings
Section 1. There shall be one Annual Meeting of the membership each calendar year for the purpose of electing Board members and conducting other official business.
- A quorum shall consist of all LVAG members present, a majority vote prevailing, an exception being Article XVI, Amendments.
- Each LVAG member present shall have one vote; no member shall cast a vote other than his/her own.
- By Laws Amendments: See Article XV Amendments, for details
Section 2. All other membership meetings will be structured according to the purposes of LVAG.
Section 3. Minutes shall be taken at all meetings when business is conducted and shall become part of the permanent LVAG record.
Article IX – Finance , Dues and Fees
Section 1. Any funds generated by LVAG shall be the responsibility of the Treasurer of LVAG and all funds shall be deposited in the LVAG account(s) and made available for future disbursements in the interest of LVAG as deemed necessary by the Board of Directors.
Section 2. The LVAG Fiscal Year shall be January 1 through December 31.
Section 3. The Board of Directors shall have the authority to determine dues and fees for membership.
Section 4: All disbursements from the LVAG checking and/or savings accounts shall require the signatures of both the Treasurer and the President. The President may appoint another Officer of the Board to co-sign in his/her absence.
Article X – Personnel
The LVAG Board of Directors is responsible for determining the necessity for hiring professional staff. The Board of Directors has full responsibility for determining who, how many, terms of employment and compensation for said staff.
Article XI – Conflict of Interest
Section 1. No Board member may vote on a matter coming before this body in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the remaining Board members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosure and withdrawal shall be fully documented in the organization minutes.
Section 2. No Board member or his/her immediate family may profit or gain any material consideration in exchange for any acts or omissions performed by said member in the course of his/her duties.
Section 3. No more than one member of an immediate family shall serve on the Board at any one time.
Article XII – Dissolution
Should it be deemed necessary, LVAG shall be dissolved in accordance with the “Articles of Incorporation of the London Visual Arts Guild”.
Article XIII – Parliamentary Authority
The LVAG Board of Directors shall conduct its meetings and as to any matter not herein specified according to Robert’s Rules of Order.
Article XIV – Final Authority
Nothing contained in these Bylaws is intended to conflict with the “Articles of Incorporation”. In the event of any conflict, the “Articles” will take precedence.
Article XV – Amendments
Changes to these Bylaws shall be adopted by a two-thirds (2/3) affirmative vote of the entire Board of Directors at a scheduled Board meeting followed by a two-thirds affirmative vote of members present at a general membership meeting. The membership shall be notified of the proposed amendment(s) or revision at least one week in advance of the voting date. All members’ votes shall be recorded and counted by the Board of Directors.