ASSOCIATION OF ARTS ADMINISTRATION EDUCATORS BY-LAWS
(Amended and Restated as of October 9, 2019)
ARTICLE I: PURPOSE
The specific and primary purposes for which this corporation is formed are as set forth in Article II of the Articles of Incorporation of Association of Arts Administration Educators, Incorporated, filed in the office of the Secretary of State of the State of California. In addition, this corporation is formed for performing all things incidental or appropriate in the achievement of the foregoing specific and primary purposes, and have other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. The corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the state of California and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation to engage in activities which are not charitable in nature.
ARTICLE II: MEMBERS
Section 1. Membership Generally
Membership in the association shall consist of five classes of voting members: students, individuals, collaborator organizations, developmental institutions of higher education, and institutions of higher education that have established arts administration or related programs. The term "member" as used herein shall refer to all classes of members.
Section 2. Qualifications and Classes of Membership
a)Student Membership is open to individuals who are registered in college or university arts administration degree programs or in other degree programs.
b)Individual Membership is open to any interested individual not currently affiliated with an organizational member, such as faculty members in academic programs, scholars and researchers.
c)Collaborator Membership is open to any organization that wishes to participate in the association’s programs and conferences.
d)Developmental Membership is open to institutions of higher education that are interested in developing and/or offering degrees in arts administration but do not yet meet the eligibility requirements for institutional membership.
e)Institutional Membership is open to institutions of higher education that meet the following criteria:
- confer a graduate and/or undergraduate degree(s) in arts administration or a related discipline, or confer a comparable academic credential determined acceptable by the board;
- recognize a designated director, with curricular oversight authority;
- identify a published arts administration curriculum approved by the institution; and
- have currently enrolled students at time of application.
Section 3. Membership Application Review
Applications for institutional membership shall be reviewed by the Credentials committee (Article V, Section 2), and shall be voted upon by the Board of Directors, subject to recommendation by the Credentials committee.
Section 4. Voting and Other Privileges of Membership
- All members in good standing (as defined in Section 6) shall have the right to vote on membership matters as set forth in these bylaws. In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Law. If the corporation is dissolved, all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation, and provision for any other payment required under applicable law, shall be distributed to a charitable organization recognized as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code that serves or provides educational services.
- Institutional membership includes voting privileges for up to two individuals. The institution shall identify a primary and a secondary faculty representative; and each identified faculty representative shall be entitled to one vote on membership matters requiring a vote. Primary andsecondary faculty representatives may not be the same individual. Therefore, an institution that identifies only a primary faculty representative is entitled to one vote for that individual.
- Institutional members in good standing may elect to identify additional faculty as “affiliated faculty” for whom additional membership fees may apply. Affiliated faculty shall be entitled to one vote on membership matters requiring a vote.
Section 5. Members’ Dues, Fees and Assessments
Each member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board.
Section 6. Members in Good Standing
Members who have paid the required dues, fees and assessments in accordance with these bylaws shall be members in good standing.
Section 7. Annual Meeting of Members
The annual meeting of the members of the association shall be at such place and time as may be determined by a resolution of the Board of Directors or of the Executive committee. Written notice of the time and place of the annual meeting shall be delivered personally to each member or sent to each member by mail, email or other form of written communication, addressed to him/her at their address as it is shown on the records of the corporation, or if it is not shown on the records or is not readily ascertainable, at the place where the meetings of the members are regularly held. Any notice shall be mailed or delivered, including email or other electronic means, at least five (5) days before the date of the meeting.
Section 8. Special Meetings
Special meetings of the members of the association for any purpose or purposes may be called at any time by the president of the Board of Directors, or by five members of the Board of Directors, or by twenty percent (20%) of the active institutional membership. For purposes of this section, institutional membership shall be considered the number of institutions in good standing and not the number of voting individuals. Written notice of the time and place of special meetings of the members shall be given in the same manner as for the annual meeting of the members. Actions taken at any meeting of the members of this association, however called and noticed, shall be as valid as though taken at a meeting after regular call or notice if a quorum is present, and if, either before or after the meeting, each of the voting members not present signs a written waiver or notice, or a consent to holding this meeting, or an approval of the minutes of the meeting. All the waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 9. Quorum
A quorum for any meeting of the members shall be one-third of institutional membership. For purposes of this section, institutional membership shall be considered the number of institutions in good standing represented and not the number of voting individuals present.
Section 10. Actions by Members
Unless otherwise required under the Articles of Incorporation or provided by these by-laws, the determination of all questions and business which may come before the members, including the adoption of a motion or resolution and the election of directors, shall require the affirmative vote of:
- a majority of the voting individuals present and voting at a meeting (in person); or
- a majority of the total voting individuals in the event of voting by mail or digital or electronic means.
Section 11. Liabilities of Members
No person who is now, or who later becomes a member of this association shall be personally liable to its creditors for any indebtedness or liability and any and all creditors of the corporation shall look only to the assets of this corporation for payment.
ARTICLE III: BOARD OF DIRECTORS
Section 1: Powers and Duties
The Board of Directors shall have general power to control and manage the affairs and property of the corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect to the distribution and payment of the monies received by the corporation from time to time; provided, however, that the fundamental and basic purposes of the corporation, as expressed in the Articles of Incorporation, shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to the benefit of any private individual.
Section 2. Number, Qualifications, Eligibility, Election and Terms of Office
The Board of Directors shall consist of no fewer than 8 and no more than 13 members to be installed for three-year terms at the annual meeting; provided, however, that in order for a student member to be eligible to serve on the Board, such member must be enrolled in a graduate program. Board members shall not be elected for more than two consecutive terms. No former Director shall be eligible for election until a period of two years has expired following completion of his or her last term.
Any Director may be removed without cause at the annual or a special meeting called for that purpose, by a majority of all Directors. The President, Vice-President, Secretary, and Treasurer are elected by and from the Board of Directors.
Board of directors’ resolution may allow for ex-officio board members. Ex-officio members may not serve in elected officer positions, shall not receive voting privileges, and shall serve for one-year terms renewable at the discretion of the board of directors.
Section 3. Annual Meeting
The annual meeting of the Board of Directors shall be held at such a date, time and place as the Board of Directors shall determine.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any four voting Directors.
Section 5. Notice
Notice of any special meeting of the Board shall be given at least two weeks previous thereto by notice sent by mail or email to each Director at his or her address as shown on the records of the corporation. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon paid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice.
Section 6. Quorum
Fifty percent (50%) of the voting Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. Vacancies
Any vacancy occurring in the Board of Directors or in any directorship shall be filled by a majority vote of Directors present at the annual meeting, or a duly called special meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 8. Compensation
No Director of this corporation shall receive, directly or indirectly, any salary, compensation or emolument therefrom in his or her capacity as Director. The President with the Treasurer concurring may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings or other activities that benefit the corporation.
ARTICLE IV: OFFICERS
Section 1. Number and Qualifications
The officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and a Diversity, Equity and Inclusion Liaison ("DEI Liaison"), and such other officers as the Board of Directors may from time to time appoint. No person may hold more than one office simultaneously.
Section 2. Terms of Office
The terms of offices for the corporation shall be as follows:
- The President’s term of office shall be two years. The President may be elected and serve for no more than two consecutive terms. In the event the President enters the last year of his or her term Board term when elected, the President’s term on the Board may be extended, by boardresolution, for one year in order to complete the full term of office.
- The Vice President’s, Treasurer’s, Secretary’s, and DEI Liaison’s terms of office shall be one year. Each shall serve for no more than three consecutive terms in the same office.
- Vacancies in officer positions may be filled by the Board of Directors, by board resolution, at any meeting of the Board of Directors. Newofficer positions may be created and filled by the Board of Directors, by board resolution, at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified.
Section 3. Removal
Any officer of the corporation may be removed by a vote of the majority of the Board of Directors then in office, at a special meeting called and noticed as above.
Section 4. President
The President shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. The President shall have general supervision of the affairs of the corporation and shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation. He/she may sign, with the Treasurer or any other officer or designee of the corporation authorized by the Board of Directors, in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board. He/she shall preside at all meetings of the Board of Directors. He/she shall perform such other duties as shall from time to time be assigned to him/her by the Board of Directors.
Section 5. Vice-President
The Vice-President shall organize the annual meeting of the corporation, or appoint another to do so, and have such powers and duties as may be assigned to him or her by the President or the Board of Directors. In the absence of the President, the Vice-President shall, in general, perform the duties of the President.
Section 6. Secretary
The Secretary shall keep the minutes of all board meetings in a file proposed for that purpose. He/She shall direct the giving and serving of allnotices of the corporation, and shall perform such additional duties as shall from time to time be assigned to him/her by the President or the Board of Directors.
Section 7. Treasurer
The Treasurer shall serve as the chair of the Finance Committee and shall manage and report on the finances of the corporation. He/She shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the corporation, and shall deposit or cause to have deposited all monies and other valuable effects of the corporation in the name and to the credit of the corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, he/she shall render a statement of the accounts. The Treasurer shall be required to prepare an annual accounting statement to be presented to the Board of Directors at their annual board meeting. The Treasurer shall at all reasonable times exhibit the corporate books and accounts to any officer or Board member of the corporation and shall perform such additional duties as shall from time to time be assigned to him/her by the President or the Board of Directors.
ARTICLE V: COMMITTEES
Section 1. Executive Committee
The Executive Committee of the Board of Directors shall consist of the officers of the corporation. The Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, except for powers and acts limited by these Bylaws, including the power to amend the Articles of Incorporation and Bylaws.
Section 2. Finance Committee
The Finance Committee shall be appointed by the Board, and shall consist of at least three Board members. The Finance Committee provides oversight related to AAAE's financial management, including budgeting and financial planning, financial reporting, investment management, and the creation and monitoring of internal controls and accountability policies. The Finance Committee may also be tasked with addressing other financial matters as needed.
Section 3. Credentials Committee
The Credentials Committee shall be an internal Board committee appointed by the Board and shall consist of at least three Board members for the purpose of review and recommendation of Institutional membership applications.
Committee terms shall be renewable one-year terms. Section 4. Board Development Committee
The Board Development Committee shall be a committee appointed by the Board and shall consist of at least three Board members and/or committee chairs for the purpose of 1) identification of potential Board members to fill vacancies; 2) administration of officer elections, and 3) overall board development and improvement.
Section 5. Other Committees
Other ad hoc committees may be appointed, and subsequently disbanded, from time to time by the President of the corporation as needed. Eligible committee members may be members in good standing from any class of members.
Section 6. Chairperson
One member of each committee shall be appointed chairperson. Section 7. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointment.
Section 8. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 9. Rules
Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these By- Laws or with rules adopted by the Board of Directors.
ARTICLE VI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts
The Board of Directors may authorize any officer or designee of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority must be in writing and may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, and notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or designee of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.
ARTICLE VII. OFFICE AND BOOKS
Section 1. Office
The office of the corporation shall be located at such place as the Board of Directors may from time to time determine.
Section 2. Books
There shall be kept at the office of the corporation or at another place as directed by the Board of Directors, correct books of the account of the activities and transactions of the corporation, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these By-Laws, and all minutes of the Board of Directors, the minutes of the Annual Membership Meeting, and any specially called meetings of the Membership.
ARTICLE VIII: FISCAL YEAR
The fiscal year shall begin October 1 and shall end September 30.
ARTICLE IX: REGULAR MEETINGS; NOTICE
Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall designate and notice of such regular meetings need not be given.
ARTICLE X: AMENDMENTS
These By-Laws may be amended by the affirmative vote of either:
- two-thirds (2/3) of the voting individuals present at any annual meeting of the members of the association (subject to Article II, Section 7 Quorum); or
- two-thirds (2/3) of the total number of voting individuals in the event of voting by mail or digital or electronic means.