Position Descriptions, Polices and Procedures

Effective August, 2018 as approved by the current Board of Directors 

                                                                                                                                      

 

  1. The President  shall be the chief executive officer of the corporation; he/she shall preside at all    meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect. He/she shall prepare the agenda for the Executive Committee and General Membership meetings and coordinate functions among various chairpersons. The President may also appoint special, limited term committee chairpersons as needed. In the event of a tie vote, it is the vote of the presiding officer that determines the final outcome.

 

The President will receive updates from each chairperson at each Board of Directors meetings and, in general, ensure that all position chairpersons fulfill their responsibilities and maintain communications. The President shall approve all public and membership communications prior to publication including: newsletter, all publicity submissions, all social media information posted on either public or membership pages.

The President’s term typically is not to exceed two years in order to encourage a fresh, ever growing and improving organization. To serve as President, they must be nominated by the Board at the recommendation of the nominating committee, must have been a member of DFA for a minimum of two years, and served either as a board member or on the Grants committee for at least one year. The Vice-President typically moves into the President’s position-which provides a good training and communication sharing process prior to taking on this important role.

The President shall appoint a nominating committee consisting of two or more members at least one of whom is not currently serving on the board. The nominating committee shall present a slate to the board of directors in October and following approval from the board, shall present the slate to the general membership at the November meeting for approval.

 

  1. Vice-President. During the absence or disability of the president, the Vice President shall have all the powers and functions of the President. The Vice-President typically agrees to be nominated for President upon the departure of the current president to the majority vote of the General Membership at the November membership meeting.

 

  1.   Treasurer.   Shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation. He/she shall also sign all checks, draft notes, and orders for the payment of money which shall be duly authorized by the board of directors. He/she shall at all reasonable times exhibit the books and accounts to any director or member of the corporation upon application to the president during normal business hours. At the end of each corporate year, he/she shall have an independent financial review of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the board at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation. He/she shall keep detailed, monthly financial records as required by state statutes and IRS rules and regulations. All financial records shall be maintained for no less than 3 years and no more than seven years. Treasurer will provide a detailed Treasurer’s report distributed via email to the Board prior to Board meetings and provide a condensed Treasurer’s report for General Membership meetings which then must be approved by majority vote at each General Membership meeting.

 

 The Treasurer will justify and pay bills; disburse Grant recipient payments; handle communications and correspondences related to financial matters. The Treasurer will prepare and send IRS Tax donation letters as requested. The Treasurer shall be responsible for filing all federal and state required filings for the corporation as well as maintaining records of those filings. The required filings include the IRS Form 990-N due by May 15 of each year. The State of Colorado Registration Statement and the State of Colorado Annual Financial Statement due May 15 of each year, and the Colorado Periodic report due by January 31st of each year. Membership dues are to be used as the Administrative budget. At the November meeting, the Board may recommend to allocate a portion of the Administrative funds to the Grants Fund. However, before transferring any funds from the Administrative account, consideration should be given to future expenses. Administrative expenses are defined as monthly expenses, such as storage space rental, website maintenance, office supplies, and insurance.

 

  1. Secretary. The Secretary shall keep the minutes of the Board of Directors and the minutes of General Membership meetings. He/she shall have custody of the seal of corporation and shall affix and attest the same documents when duly authorized by the Board of Directors. He/she shall attend to the giving and serving of all notices of the corporation and shall have charge of such books and papers as the Board of Directors may direct; he/she shall attend such correspondences as may be assigned by the President or the Board of Directors. He/she shall track attendance at Board and General Membership meetings. He/she shall retain all original records for no less than three years and no more than seven years, typically three years. The purpose for this is to have a reference available at meetings of the Board of Directors or General Membership should a question of recent history arise.

The notebooks will be stored in the storage unit for safekeeping following a Secretary’s elected term of office, or passed on to the newly elected officer. The recording Secretary will provide General Membership meeting minutes for inclusion in the bi-monthly newsletter that will then be approved by majority vote at each General Membership meeting. The minutes will be emailed to the President for clarification prior to approval by the Board of Directors and distribution. The minutes of the Board of Directors meeting will be emailed to each member of the board. In the absence of the Secretary he/she shall appoint a Board member to take minutes during any official DFA meeting. Those minutes will be emailed to the President for approval, recording and distribution.

 

  1. Membership Chairperson. He/she shall manage the annual membership renewal drive and membership recruitment, process new and renewing member applications, and maintain accurate member records. He/she shall keep a membership roll containing the names, alphabetically arranged, of all the persons who are members of the corporation, showing their places of residence and the date they became members. He/she shall be responsible for maintaining and distributing current membership lists and providing new membership packets as needed which will include New Membership Application Form, DFA history (should be standard general history information) DFA brochure, DFA by-laws, letter from current President, list of current Officers and Board of Directors, list of current year meeting and dates of scheduled fundraisers, list of current year Grant recipients.  Membership Chairperson will have name tags at General Membership meeting and provide updated rosters to the Board as new members or as changes occur.

Membership dues are due and payable in January of each year, but no later than March 31st to be considered an active member. Membership for a calendar year is from January 1st through December 31st. To remain a member in good standing dues are due by March 1st of the current year.  After April 1st, those not paid will be removed from the membership roster. A new membership roster will be finalized in April showing member contact information including mailing address, email address, phone number and year joined. The roster will be updated regularly and available by email request. Members are responsible for submitting their checks, payable to DFA to the Membership Chairperson. Members over the age of 80 are exempt from paying dues, as well as the current past President.

Effective March 9th, 2017, general membership annual dues shall be $35.00, family membership $50.00, corporate membership $75.00 (including up to 3 memberships) members over 80 shall be excused from paying dues. (Approved by Board of Directors meeting 2-15-2007.)

Past President dues policy: “All members except the immediate past President, shall be required to pay annual dues.” (By consensus BOD meeting 10-8-2017.)

Membership Record Date: Effective March 31, 2017, the board of directors shall fix the Record Date as March 31 of each calendar year. (Approved unanimously at BOD meeting 2-9-2017

Membership Terms: Members listed on the roster in the previous calendar year shall be considered as renewals and required to pay dues no later than March 31st of the new calendar year. (Approved unanimously at BOD meeting 2-9-2017.)

New Members:  New members shall be welcomed throughout the year (prior to December 31st) and shall be considered current until March 31st of the new calendar year. (Approved unanimously at Board of Directors meeting 2-9-2017.)

 

New member luncheon will be held annually (typically in December) following a Board of Directors meeting at the discretion of the President and will include new members who have joined since the precious new member luncheon. Membership Chairperson will coordinate the new member invitation list with the President. Invitations and RSVP’s will be handled by the President or appointed to a Board member. Hospitality Chairperson will coordinate food for the new member luncheon with the members of the Board of Directors unless otherwise requested by the President.

 

  1. Programs Chairperson. Will solicit program ideas from the membership for general member meetings, make arrangements for location and coordinate with Hostess Chairperson for needed supplies and equipment. Programs Chairperson will also give information to the Publicity Chairperson and Newsletter Chairperson.

 

  1. Hospitality Chairperson. Shall arrange for light refreshments for some General Membership meetings. Chairperson is responsible for maintaining inventory of all beverage supplies, paper products, and serving items. Chairperson is responsible for obtaining meeting information from Programs Chairperson and making necessary arrangements for set-up and take down, any table/chair rental, delivery and return, or any other equipment necessary for the event/meeting. Chairperson will coordinate food with the members of the Board of Directors for the new member luncheon and the Grant Recipient presentation, held annually.

 

  1. Outreach Chairperson. Will e-send cards or mail cards to each member on their birthday and will send get well and condolence notes to members and immediate family when notified. DFA does not typically send flowers or make memorial contributions.

 

  1. Grants Chairperson. Will select the Grant Committee members from volunteers and announce the committee members at the September meeting; will have grant applications and instructions available for pick up by applicants in mid-September; will receive all grant applications no later than mid-October. Grants Chairperson will organize all applications into groups and meet with the committee to distribute and direct assignments, review past recipient’s evaluations, confirm that applications are accurate and eligible and provide a copy of all applications to the President. The Chairperson will conduct the grant award meeting prior to January general membership meeting. The Chairperson will present the resulting recommendations to the general membership meeting later in January for membership approval. The Chairperson will notify all applicants by letter as to the award or rejection of their respective grant application. In cooperation with the Treasurer, the Chairperson will keep track of all monies awarded in August of the same year; the Chairperson will contact and organize all recipients regarding their presentations at the September General meeting.

By majority vote of the Board of Directors, at the regular October meeting, the Board shall recommend the amount of funds to be made available for distribution in the following year. Following notice to the General Membership prior to the November general meeting, General membership approval shall require majority vote of those present. Proxy voting is not allowed.  The Grants Chairperson will be advised following the vote at the November General Membership meeting of the amount of funds available for the following year’s grants. The Grants Chairperson will distribute and collect evaluation forms from each grant recipient and attach them to the original grant paperwork.

  1. Merchandise Chairperson. Is allowed to order up to $1,000.00 worth of merchandise annually. He/she will be responsible for maintaining inventory records, arranging for sale of items at events and meetings, and any other duties associated with DFA merchandise. Individual purchases which exceed $400.00 shall need Board approval.

 

  1. Publicity Chairperson. Shall arrange for publicity for special events including press releases sent to a current list of local publishers, and to forward the dates of events put on organization websites to the website manager as soon as the dates are known or as requested, by event Chairperson; Chairperson shall also seek other avenues of publicity for promotion of the organization and events. Publicity Chairperson is to work closely with both website manager and Social Media Chair for accuracy of event promotions. Publicity must forward by email all publications for approval by the President prior to any publication.

 

  1. Newsletter Chairperson. Will prepare the newsletter for distribution 2 weeks prior to each General Meeting. The President will approve document and distribute it to the General Membership via email using the latest roster supplied by the Membership Chairperson. The Chairperson will set article and advertising deadlines. Due to limited space, the newsletter will not feature Grant recipient event promotions. If an email is returned to the Newsletter Chairperson, she will notify the Membership Chair so updated information can be obtained and the Membership roster updated. In an effort to keep good communications with membership, on months when no membership meeting is being held, a simple one page Blast Fact Sheet will be developed and emailed out. Every effort will be made to attach fundraising event flyers to either the newsletter or Blast Fact sheet in order to limit emails each month, however if an event coordinator wishes to have a flyer emailed separately, the President has the authority to do so.

 

  1. Website Manager. Shall maintain a website making necessary updates provided by the President, Membership Chair and Grants Chair only or as specifically authorized by the President or the Board of Directors; post general information on the welcome page; shall edit information only to correct obvious errors of grammar or spelling, but not content; post the DFA newsletter; minutes of general meetings; delete minutes and newsletters as new ones are available; update the calendar as needed, deleting old information  when events are completed; review and update general information on welcome page or make other improvements as suggested; repair or replace the website program as deemed necessary.

 

  1. Past President. Shall remain a non-voting member of the Board of Directors for one year following his/her term.
  2. Fundraising Chair or Co-Chair. Will present fundraising events to the board of directors for discussion and approval. Will maintain an updated calendar of all fundraising events; will confirm that a chairperson is identified for each event; will provide Fund Raising Check List and Fundraising Event Budget forms for each event chairperson and monitor that the forms are returned in a timely manner; will confirm completed forms are provided to the President and Treasurer; will track progress with chairperson to confirm adequate resources are available; will report progress to the board of directors; will maintain a file for each fundraising activity with all forms included and maintain a master Fund Raising Manual including Check List and Event Budget forms and a summary of each event; will review Check List and Event Budget forms and Fundraising policies and procedures annually and update as needed. The President may appoint a Fund Raising Committee to brainstorm ideas for events that shall report to the President and the board of directors. A major community fundraiser and several smaller social fundraisers are strongly recommended.

 

  1. Facebook/Social Media Coordinator(s): May be a potential voting member but this would be determined on a yearly basis. The Board will authorize an appointed page administrator/administrators to help aide in our social media presence. All information posted should first be approved by the Publicity Chair and the President prior to posting to ensure accuracy. Members not wishing to have their photo used for such purposes are asked to alert the administrators. The social media coordinator will be encouraged to attend all Board and membership meetings and be able to keep up with up-to-date, accurate information.

Optional Positions

Historian.  Will maintain a notebook annually including minutes from meetings of the Board of Directors, general membership, membership roster, newsletters, annual reports from chairs, especially fund raising, grants, membership, merchandise, publicity, programs, and hospitality plus any additional materials that would provide records, reference, and resources for future DFA leadership and members.

Annual Major Event Chairperson: Durango Friends of the Arts major fundraiser of the year is “normally” held in the fall. The event chair has complete discretion (based on Board approval) whether the event is a luncheon or evening affair with or without a silent auction, with or without sponsors and will work closely with the Board and officers to ensure a successful event. The event chair will solicit membership involvement with an event planning committee and the entire membership and additional supporters will be invited through use of the membership roster and membership recommendations.

Additional Polices & Procedures: Storage Unit: Paid through the Administrative Fund. DFA shall rent a storage unit or units for the purpose of storing DFA records, supplies, materials and DFA merchandise. No DFA property shall be loaned to another individual or group without Board approval and property not belonging to DFA shall not be stored in the unit(s). An inventory shall be maintained by the Hospitality Chair, all property, including merchandise and a log shall provide designated members a method for removing and returning items as needed for DFA functions. Any DFA inventory such as service ware/ coffee urns. Hawaiian plates/décor can be made available to DFA members for a suggested donation/rental fee.

Board of Directors Procedure: The eleven (11) voting members of the board of directors for the following year shall be determined by the current board at the October meeting and approved by the membership at the November meeting at the time of election of the slate of chairpersons.

 

 

 

 

 

 

 

 

 

 

 

 

 

BYLAWS

OF

DURANGO FRIENDS OF THE ARTS, INC.

A NOT-FOR-PROFIT CORPORATION
INCORPORATED UNDER THE LAWS OF
THE STATE OF COLORADO

ARTICLE I – OFFICES

The principal office of the corporation shall be in the City of Durango, in the County of La Plata, in the State of Colorado.

The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may so require.

ARTICLE II – PURPOSES

The purposes for which this corporation has been organized are as stated in the Certificate of Incorporation, which may be amended as required.

The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Durango Friends of the Arts, Inc. is a volunteer organization that provides grants to performing and visual arts programs. Our mission is to provide grants for various art programs in Durango, CO. This organization raises funds to distribute financial assistance to nonprofit organizations, individuals, schools, etc. with art programs, regardless of medium.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III – MEMBERSHIP

1. QUALIFICATIONS FOR MEMBERSHIP.

Membership is open to adults (21 years of age and over) and businesses. Requirements for membership include the desire to help promote worthy artistic endeavors in the Durango, Colorado area. Members will be expected to support Durango Friends of the Arts fundraisers and other activities. To remain active, members must be current on dues as set forth annually by the Board of Directors.

2. DUES.

Membership dues are due and payable in January of each year but no later than March 31. After April 1, those not paid will be removed from the Membership Roster. A new roster will be finalized in April for distribution at the May General Meeting.

3. MEMBERSHIP MEETINGS.

General Membership meetings shall be held on the second Thursday of March, May, July, September, and November except if such day be a legal holiday then the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The January General Membership meeting will be held on the 3rd or 4th Thursday at which time the membership will vote on the grant recipient recommendations from the Grants Committee.

The time and location of all general meetings will be announced at least 2 weeks prior to the meetings.The secretary shall cause to be mailed or sent electronically to every member in good standing at his address as it appears on the membership roster of the corporation a notice stating the time and place of the annual meeting.

The quorum for a General Membership meeting is the number of persons present at the time the meeting is called to order. General Membership approval shall require a majority vote ot those present.

A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

4. SPECIAL MEETINGS.

Special meetings of the corporation may be called by the directors. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

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.

5. FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting.

6. ACTION BY MEMBERS WITHOUT A MEETING.

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

7. ORDER OF BUSINESS.

The order of business at all meetings of members shall be as follows:
1. Attendance by signature
2. Approval of Minutes
3. Reports of committees
4. Reports of officers
5. Old and unfinished business
6. New business
7. Good and welfare
8. Adjournments.

ARTICLE IV – DIRECTORS

1. MANAGEMENT OF THE CORPORATION.

The corporation shall be managed by the board of directors, which shall consist of at least five (5) but no more than eleven (11) directors. Each director shall be at least twenty-one years of age. The Past President may serve as an ex-officio member of the board without voting privileges or impact on quorum requirements.

2. ELECTION AND TERM OF DIRECTORS.

The initial Board of Directors shall be appointed to one year terms. Subsequent terms shall be set at one year for each director. At each annual meeting of members, the General Membership shall elect directors to hold office until the expiration of their term. Each director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.

3. NOMINATING COMMITTEE.

The Nominating Committee shall consist of two or more members, at least one of whom is not currently serving on the board, appointed by the president. The Nominating Committee shall present a slate of directors for approval for the following calendar year to the Board of Directors at the October meeting. The General Membership shall vote at the November General Meeting to approve the slate as recommended by the Nominating Committee and approved by the Board or nominations can be placed from the floor providing the nominee is present and agrees to accept the nomination.

4. INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

The number of directors may be increased or decreased by a vote of a majority of the Directors. No decrease in number of directors shall shorten the term of any incumbent director.

5. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the majority of the board of directors, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring due to the removal of directors without cause shall be filled by vote of the other directors. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

6. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by action of the board and/or majority of the General Membership. Directors may be removed due to nonfulfillment of duties required by board, misconduct, theft and misrepresentation of our organization by majority vote of the board members and/or General Membership.

7. RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

8. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority (51%) of the entire board shall constitute a quorum for the transaction of business or any specified item of business. An absentee vote is allowed by written (electronic or hard copy) document designating a proxy to another member of the board of directors attending the meeting.

9. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.

10. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

11. REGULAR ANNUAL MEETING.

The Board of Directors meets the second Thursday of February, April, June, August, and October except when such date falls on a holiday in which case the Board shall set a date not to exceed two weeks from the date fixed by these bylaws. An annual meeting of the old and new boards will be held after elections in November for the purpose of planning the year’s activities and transacting any business required by the end of the fiscal year.

12. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

Regular meetings of the board may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon with at least 24 hours notice to each director either personally or by mail, email, or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment including time and place of the adjourned meeting, if decided when the meeting is adjourned. If time and place are not determined at the time of adjournment, all directors shall be notified of the time and place of the adjourned meeting which shall occur prior to the next scheduled meeting of the Board of Directors.

13. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairperson chosen by the board shall preside.

14. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees. , Each such committee shall serve at the pleasure of the board. All action of a Committee shall be in the form of a recommendation to the Board of Directors.

ARTICLE V – OFFICERS

1. OFFICES, ELECTION, TERM.

Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president; one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL OR RESIGNATION.

Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president, treasurer, and secretary.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties, as the board shall prescribe.

5. TREASURER.

The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; he/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors and shall be signed by either the Treasurer or the President. He/she shall at all reasonable times exhibit his books and accounts to any director or member of the corporation upon application to the president during ordinary business hours. At the end of each corporate year, he/she shall have an independent financial review of the accounts of the corporation made by a committee appointed by the president, and shall present such review in writing at the annual meeting of the board, at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation.

6. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

7. SECRETARY.

The secretary shall keep the minutes of the board of directors and the minutes of the members. He/she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors. He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office. He/she shall maintain membership records as provided by the Membership Chairman.

8. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

9. MEMBERSHIP CHAIR.

The Membership Chair manages the annual membership renewal drive and membership recruitment, processes new and renewing member applications, and maintains accurate member records. He/she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

10. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE VI – FINANCE

1. FISCAL YEAR.

The fiscal year for Durango Friends of the Arts, Inc. will be January 1 through December 31.

2. FUNDRAISING.

Net income raised from all sources, except for Membership Dues, shall be maintained separately and used exclusively for grants.

3. ADMINISTRATIVE FUND.

Membership dues are to be used as the Administrative Fund.

4. TRANSFER OF ADMINISTRATIVE FUNDS.

At the October Board of Directors meeting, the Board shall determine whether to recommend the transfer of a portion of the Administrative Budget to the Grants Fund. Before transferring any funds from the Administrative Budget careful consideration shall be given to upcoming expenses.

A majority vote of the Board members present at the regular Board meeting in October is required for recommendation to the General Membership. Following notice to the General Membership prior to the November General Meeting, General Membership approval shall require a majority vote of those present.

ARTICLE VII – BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and General Membership meetings in accordance with standard practices and general accounting procedures. Any member of the Board or General Membership or their agent or attorney may inspect all books and records for any proper purpose at any reasonable time.

ARTICLE VIII – CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE IX – AMENDMENTS

The bylaws may be adopted, amended or repealed and new bylaws may be adopted by the Members following recommendation from the board of directors. A majority vote of the Board of Directors is required for a recommendation to the General Membership. Following notice to the General Members prior to the next General Membership meeting , General Membership approval shall require a majority vote of those present.

ARTICLE X – RULES OF ORDER

1. RULES OF ORDER.

All meetings of the Board of Directors and General Membership shall be governed by Robert’s Rules of Order (latest current revised edition), except as otherwise provided in these bylaws.

ARTICLE XII – INDEMNITY

The Corporation shall indemnify its directors, officers, and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the Corporation, whether or not he is a director, officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance of his duties. The Corporation shall provide any person who is an officer, director, employee, or agent of the Corporation or was serving at the request of a director, officer, employee, or agent of the Corporation the indemnity against expenses of suit, litigation, or other proceedings that is specifically permissible under applicable law.

The foregoing By-Laws were adopted by the directors and General Membership of:

Durango Friends of the Arts, Inc.

On the _________ day of ____________________, 20____.

__________________________
President/Director

__________________________
Secretary/Director

__________________________
Treasurer/Director

__________________________
Membership Chair/Director

__________________________
Vice President/Director

 

 

 

BYLAWS

 

OF

 

DURANGO FRIENDS OF THE ARTS, INC.

 

A NOT-FOR-PROFIT CORPORATION

INCORPORATED UNDER THE LAWS OF

THE STATE OF COLORADO

 

 

 


 

 

BYLAWS

 Of

 DURANGO FRIENDS OF THE ARTS, INC.

 

 

 

ARTICLE I   –   OFFICES

The principal office of the corporation shall be in the City of Durango, in the County of La Plata, in the State of Colorado.

The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may so require.

ARTICLE II   –   PURPOSES

The purposes for which this corporation has been organized are as stated in the Certificate of Incorporation, which may be amended as required.

The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Durango Friends of the Arts, Inc. is a volunteer organization that provides grants to performing and visual arts programs. Our mission is to provide grants for various art programs in Durango, CO. This organization raises funds to distribute financial assistance to nonprofit organizations, individuals, schools, etc. with art programs, regardless of medium.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III – MEMBERSHIP

QUALIFICATIONS FOR MEMBERSHIP.

1.   Membership is open to adults (21 years of age and over) and businesses. Requirements for membership include the desire to help promote worthy artistic endeavors in the Durango, Colorado area. Members will be expected to support Durango Friends of the Arts fundraisers and other activities. To remain active, members must be current on dues as set forth annually by the Board of Directors.

2.  DUES.

Membership dues are due and payable in January of each year but no later than March 31. After April 1, those not paid will be removed from the Membership Roster. A new roster will be finalized in April for distribution at the May General Meeting.

3.  MEMBERSHIP MEETINGS.

General Membership meetings shall be held on the second Thursday of March, May, July, September, and November except if such day be a legal holiday then the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The January General Membership meeting will be held on the 3rd or 4th Thursday at which time the membership will vote on the grant recipient recommendations from the Grants Committee.

The time and location of all general meetings will be announced at least 2 weeks prior to the meetings.The secretary shall cause to be mailed or sent electronically to every member in good standing at his address as it appears on the membership roster of the corporation a notice stating the time and place of the annual meeting.

The quorum for a General Membership meeting is the number of persons present at the time the meeting is called to order. General Membership approval shall require a majority vote of those present.

A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.  SPECIAL MEETINGS.

4.  SPECIAL MEETINGS.

Special meetings of the corporation may be called by the directors. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. 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.

5.  FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting.

6.  ACTION BY MEMBERS WITHOUT A MEETING.

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

7.   ORDER OF BUSINESS.

The order of business at all meetings of members shall be as follows:

  1. Attendance by signature
  2. Approval of Minutes
  3. Reports of committees
  4. Reports of officers
  5. Old and unfinished business
  6. New business
  7. Good and welfare
  8. Adjournments.

ARTICLE IV   –   DIRECTORS

1.   MANAGEMENT OF THE CORPORATION.

The corporation shall be managed by the board of directors, which shall consist of at least five (5) but no more than eleven (11) directors. Each director shall be at least twenty-one years of age. The Past President may serve as an ex-officio member of the board without voting privileges or impact on quorum requirements.

2.  ELECTION AND TERM OF DIRECTORS.

The initial Board of Directors shall be appointed to one year terms. Subsequent terms shall be set at one year for each director. At each annual meeting of members, the General Membership shall elect directors to hold office until the expiration of their term. Each director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.

3.  NOMINATING COMMITTEE.

The Nominating Committee shall consist of two or more members, at least one of whom is not currently serving on the board, appointed by the president. The Nominating Committee shall present a slate of directors for approval for the following calendar year to the Board of Directors at the October meeting. The General Membership shall vote at the November General Meeting to approve the slate as recommended by the Nominating Committee and approved by the Board or nominations can be placed from the floor providing the nominee is present and agrees to accept the nomination.

4.  INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

The number of directors may be increased or decreased by a vote of a majority of the Directors. No decrease in number of directors shall shorten the term of any incumbent director.

5.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the majority of the board of directors, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring due to the removal of directors without cause shall be filled by vote of the other directors. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

6.  REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by action of the board and/or majority of the General Membership. Directors may be removed due to nonfulfillment of duties required by board, misconduct, theft and misrepresentation of our organization by majority vote of the board members and/or General Membership.

7.  RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

8.  QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority (51%) of the entire board shall constitute a quorum for the transaction of business or any specified item of business. An absentee vote is allowed by written (electronic or hard copy) document designating a proxy to another member of the board of directors attending the meeting.

9.  ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.

10. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

11.  REGULAR ANNUAL MEETING.

The Board of Directors meets the second Thursday of February, April, June, August, and October except when such date falls on a holiday in which case the Board shall set a date not to exceed two weeks from the date fixed by these bylaws. An annual meeting of the old and new boards will be held after elections in November for the purpose of planning the year’s activities and transacting any business required by the end of the fiscal year.

12.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

Regular meetings of the board may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon with at least 24 hours notice to each director either personally or by mail, email, or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment including time and place of the adjourned meeting, if decided when the meeting is adjourned. If time and place are not determined at the time of adjournment, all directors shall be notified of the time and place of the adjourned meeting which shall occur prior to the next scheduled meeting of the Board of Directors.

13.  CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairperson chosen by the board shall preside.

14.  EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees. , Each such committee shall serve at the pleasure of the board. All action of a Committee shall be in the form of a recommendation to the Board of Directors.

ARTICLE V   –   OFFICERS

1. OFFICES, ELECTION, TERM.

Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president; one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.  REMOVAL OR RESIGNATION.

Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president, treasurer, and secretary.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.  VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties, as the board shall prescribe.

5. TREASURER.

The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; he/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors and shall be countersigned by the president; he/she shall at all reasonable times exhibit his books and accounts to any director or member of the corporation upon application to the president during ordinary business hours. At the end of each corporate year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the board, at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation.

6.  ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

7.  SECRETARY.

The secretary shall keep the minutes of the board of directors and the minutes of the members. He/she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors. He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office. He/she shall maintain membership records as provided by the Membership Chairman.

8.  ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

9.  MEMBERSHIP CHAIR.

The Membership Chair manages the annual membership renewal drive and membership recruitment, processes new and renewing member applications, and maintains accurate member records. He/she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

10.  SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE VI – FINANCE

1.  FISCAL YEAR.

The fiscal year for Durango Friends of the Arts, Inc. will be January 1 through December 31.

2.  FUNDRAISING.

Net income raised from all sources, except for Membership Dues, shall be maintained separately and used exclusively for grants.

3.  ADMINISTRATIVE FUND.

Membership dues are to be used as the Administrative Fund.

4. TRANSFER OF ADMINISTRATIVE FUNDS.

At the October Board of Directors meeting, the Board shall determine whether to recommend the transfer of a portion of the Administrative Budget to the Grants Fund. Before transferring any funds from the Administrative Budget careful consideration shall be given to upcoming expenses.

A majority vote of the Board members present at the regular Board meeting in October is required for recommendation to the General Membership. Following notice to the General Membership prior to the November General Meeting, General Membership approval shall require a majority vote of those present.

ARTICLE VII – BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and General Membership meetings in accordance with standard practices and general accounting procedures. Any member of the Board or General Membership or their agent or attorney may inspect all books and records for any proper purpose at any reasonable time.

ARTICLE VIII   –   CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE IX   –   AMENDMENTS

The bylaws may be adopted, amended or repealed and new bylaws may be adopted by the Members following recommendation from the board of directors. A majority vote of the Board of Directors is required for a recommendation to the General Membership. Following notice to the General Members prior to the next General Membership meeting , General Membership approval shall require a majority vote of those present.

ARTICLE X – RULES OF ORDER

1.  RULES OF ORDER.

All meetings of the Board of Directors and General Membership shall be governed by Robert’s Rules of Order (latest current revised edition), except as otherwise provided in these bylaws.

ARTICLE XII – INDEMNITY

The Corporation shall indemnify its directors, officers, and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the Corporation, whether or not he is a director, officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance of his duties. The Corporation shall provide any person who is an officer, director, employee, or agent of the Corporation or was serving at the request of a director, officer, employee, or agent of the Corporation the indemnity against expenses of suit, litigation, or other proceedings that is specifically permissible under applicable law.

Adopted by the directors and General Membership on 28 March 2015

 

Position Descriptions

Effective 1-2016

 

  1. The President shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect. He/she shall prepare the agenda for Executive Committee and General Membership meetings and coordinate functions among various chairpersons. The president may also appoint special, limited term committee chairpersons as needed. In the event of a tie vote, it is the vote of the presiding officer that determines the final outcome. The president will receive updates from each chairperson at each Board of Directors and General Membership meeting but is free to contact individual chairpersons with any questions or concerns between meetings and, in general, ensure that all position chairpersons fulfill their responsibilities and maintain communication.

 

  1. Vice Presidents  During the absence or disability of the president, the vice-president or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe. The vice-president shall agree to be nominated for President upon the departure of the current president subject to the majority vote of the General Membership.

 

  1. The Treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; he/she shall also sign all checks, drafts, notes, and orders for the payment of money which shall be duly authorized by the board of directors and countersigned by the president; he /she shall at all reasonable times exhibit the books and accounts to any director or member of the corporation upon application to the president during normal business hours. At the end of each corporate year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the board, at which time he/she shall also present an annual report setting forth in full the financial conditions of corporation. He/she shall keep detailed, monthly financial records as required by state statutes and IRS rules and regulations. All financial records shall be maintained for no less than three years and no more than seven years. Treasurer will provide a detailed Treasurer’s Report distributed via e-mail to the Board prior to Board meetings and provide a condensed Treasurer’s Report for General Membership meetings which then must be approved by majority vote at each General Membership meeting; the treasurer will justify and pay bills; disburse Grant Recipient Payments; handle communications and correspondence related to financial matters.

Membership dues are to be used as the Administrative Budget. At the November Board of Directors meeting, the Board may recommend to allocate a portion of the Administrative funds to the Grants Fund. However, before transferring any funds from the Administrative Account, consideration should be given to up coming expenses. Administrative expenses are defined as monthly expenses, such as storage space rental, website maintenance, office supplies, and insurance.

 

Assistant Treasurer   During the absence or disability of the treasurer, the assistant-treasurer, or if there is more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

 

  1. The Secretary shall keep the minutes of the board of directors and the minutes of the general membership meetings. He/she shall have custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors. He/she shall attend to the giving and serving of all notices of the corporations, and shall have charge of such books and papers as the board of directors may direct; he she shall attend such correspondence as may be assigned by the president or board of directors. He/she shall track attendance at board and general membership meetings. He/she shall retain all original records for no less than three years and no more than seven years. The Recording Secretary will provide General Membership meeting minutes for inclusion in the bi-monthly newsletter that will then be approved by majority vote at each general membership meeting. The minutes of the board of directors meeting will be e-mailed to each member of the board.

 

Assistant-Secretaries. During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

 

 

  1. The Membership Chairperson manages the annual membership renewal drive and membership recruitment, processes new and renewing member applications, and maintains accurate member records. He/she shall keep a membership roll containing the names, alphabetically arranged, of all the persons who are members of the corporation, showing their places of residence and the time when they became members. He/she shall be responsible for maintaining and distributing current membership lists, and providing new membership packets as needed which will include New Member Application Form, DFA History (should be standard general history information), DFA Brochure, DFA By-Laws, letter from current President, list of current Officers and Board of Directors, list of current year meeting dates and scheduled fundraisers, list of current year grant recipients. Membership Chairperson will have nametags at General Membership meetings; provide new member information to President, Vice President, Treasurer, and Newsletter Chairperson.

 

Membership dues are due and payable in January of each year, but no later than March 31 to be considered an active member. After April 1, those not paid will be removed from the Membership Roster. A new membership roster will be finalized in April showing member contact information including mailing address, email address, phone number, and year joined. The roster will be updated regularly and available on-line on the Members only portal. Members are responsible for submitting their checks, payable to DFA to the Membership Chairperson. There shall be no dues for persons 80 years of age or over or past presidents.

 

New member luncheon will be held annually, following a Board of Directors meeting at the discretion of the President and will include new members who have joined since the previous new member luncheon. Membership Chairperson will coordinate the new member invitation list with the President. Invitations and RSVP’s will be handled by the President. Hospitality Chairperson will coordinate food for the new member luncheon with the members of the Board of Directors unless otherwise requested by the President.

 

  1. The Programs Chairperson will solicit program ideas from the membership for general member meetings, make arrangements for location and coordinate with Hostess Chairperson for needed supplies and equipment. Programs Chairperson will also give information to the Publicity Chairperson and Newsletter Chairperson.

 

  1. The Hospitality Chairperson shall arrange for light refreshments for some General Membership meetings. Chairperson is responsible for maintaining inventory of all beverage supplies, paper products, and serving items; Chairperson is responsible for obtaining meeting information from Programs Chairperson and making necessary arrangements for set-up, take-down, and table/chair rental, delivery and return; or any other equipment necessary for the event/meeting. Chairperson will coordinate food with the members of the Board of Directors for the new member luncheon and the Grant Recipient reception, held annually.

 

  1. The Outreach Chairperson will e-send cards to each member on their birthday and will send get well and condolence notes to members and immediate family when notified. DFA does not send flowers or make memorial contributions

 

  1. The Grants Chairperson will select the grant committee members from volunteers and announce the committee members at the September meeting; will have grant applications and instructions available for pick up by applicants in mid-September; will receive all grant applications no later than mid-October.  Grants Chairperson will organize all applications into groups and meet with the committee to distribute and direct assignments, review past recipient’s evaluations, confirm that applications are accurate and eligible, and provide a copy of all applications to the President. The Chairperson will conduct the grant award meeting prior to the January general membership meeting. The Chairperson will present the resulting recommendations at the general membership meeting later in January for membership approval. The Chairperson will notify all applicants by letter as to the award or rejection of their respective grant application. In cooperation with the Treasurer, the Chairperson will keep track of all monies awarded. In August of the same year, the Chairperson will contact and organize all recipients regarding their presentations at the September General meeting.

 

By majority vote of the board of directors, at the regular October meeting, the board shall recommend the amount of funds to be made available for distribution in the following year. Following notice to the General Membership prior to the November general meeting, General Membership approval shall require a majority vote of those present. Proxy voting is not allowed. The Grants Chairperson will be advised following the vote at the November General Membership meeting of the amount of funds available for the following year’s grants.

The Grant Chairperson will distribute and collect evaluation forms from each grant recipient and attach them to the original grant paperwork.

 

  1. The Merchandise Chairperson is allowed to order up to $500 annually without board approval. He/she will be responsible for maintaining inventory records, arranging for sale of items at events and meetings, and any other duties associated with DFA merchandise. Expenses which exceed their budgeted amount in excess of $100 shall need board approval. An individual item totaling more than $500.00 needs board approval prior to placing the merchandise order.

 

  1. The Publicity Chairperson shall arrange for publicity for special events including press releases sent to a current list of local publishers, and the dates of events put on websites as soon as the dates are known or, as requested by event chairperson; chairperson shall also seek other avenues of publicity for promotion of the organization and events.

 

  1. The Newsletter Chairperson will publish the newsletter prior to each General Meeting and distribute it to the General Membership via email. The Chairperson will set article and advertising deadlines, and will receive an updated membership list from the Membership Chairperson as changes occur. If an e-mail is returned to the Newsletter Chairperson, she will notify the Membership Chairperson so updated information can be obtained, and the Membership Roster updated.

 

  1. The Website Manager shall maintain a website making necessary updates provided by the president, membership chair, and grants chair only, or as specifically authorized by the president or board of directors; post general information on the welcome page; shall edit information only to correct obvious errors of grammar or spelling, but not content; shall provide workshops to teach members how to maintain specific content on the website as needed; provide links to grant recipient sites; post the DFA Newsletter; post the following on Members Only, password protected, page – financial statement, membership roster, minutes of general meetings; delete minutes and newsletters as new ones are available; update the Calendar as needed, deleting old information when events are completed; meet with the Board of Directors at least annually to review the efficacy of the website, review and update general information on welcome page, and make other improvements as suggested; repair or replace the website program as deemed necessary.

 

  1. Historian will document the continuing evolution of Durango Friends of the Arts by obtaining significant information that pertains to the General Membership, generated by Board of Directors and Committee Members; minutes from each meeting and newsletter; descriptions of fund raising events/activities throughout the year, with photographs and newspaper articles; follow up information about grant recipients and their presentations at a DFA meeting. Photographs, playbills, etc. at any event or meeting are always appreciated from members for fuller coverage.

 

  1. Past President shall remain a non-voting member of the Board of Directors for one year following his/her term.

 

Optional Positions

 

Fund Raising Coordinator will present fund raising events to the board of directors for discussion and approval prior to presentation to the General Membership for discussion and approval; will maintain an updated calendar of all fund raising events; will confirm that a chairperson is identified for each event; will provide Fund Raising Check List and Fundraising Event Budget forms to each event chairperson and monitor that the forms are returned in a timely manner; will confirm completed forms are provided to President and Treasurer; will track progress with chairperson to confirm adequate resources are available; will report progress to the board of directors; will maintain a file for each fund raising activity with all forms included and maintain a master Fundraising Manual including Check List and Event Budget forms and a summary of each event; will review Check List and Event Budget forms and Fund Raising policies and procedures annually and update as needed.

 

Durango Friends of the Arts

Policies and Procedures

 

Storage Unit: Paid through the Administrative Fund, DFA shall rent a storage unit for the purpose of storing records, supplies, materials, and DFA merchandise. No DFA property shall be loaned to another individual or group and property not belonging to DFA shall not be stored in the unit. An inventory shall be maintained of all property, including merchandise, and a log shall provide designated members a method for removing and returning items as needed for DFA functions. (adopted by BOD, April 9, 2015)

Fund Raising: All fund raising events will be discussed and approved by the board of directors prior to presentation for consideration and approval by the General Membership. The Fund Raising Coordinator will confirm that each fundraising event has a chairperson(s) and report progress to the board of directors. The event chairperson(s) will be required to submit the Fund Raising Checklist prior to the event and a completed Fund Raising Budget form to the Fund Raising Coordinator in a timely manner and forms will be forwarded to the President and Treasurer. Reimbursement for expenses will not be made without prior approval of the event. The Fund Raising Coordinator will maintain files for each event, including all forms and a master Fund Raising Manual with a short summary report of every fund raising event. The president may appoint a Fund Raising Committee to brainstorm ideas for events, report to the President for discussion, and present a report to the board of directors. A major community fundraiser and several smaller social fundraisers are strongly recommended. (adopted by BOD, April 9, 2015)

Website Policies and procedures: The Website Manager shall be responsible for maintaining the website in a timely manner at direction from the Board of Directors.Only the President, Membership Chair, and Grants Chair shall provide information directly to the Webmaster unless expressly designated to do so by the president or board of directors. The Website shall include information for the general public, including contacts for DFA grant recipients but shall not accept additional links or contact information or advertise other non-profit events.   The website shall include members only pages including minutes from General Meetings, financial statements, and a membership roster. Only pictures of members currently in good standing who have provided a written release may be posted. (adopted by BOD, April 9, 2015)

Membership Dues Policies: Effective March 9, general membership annual dues shall be $35, family membership $50, corporate membership $75 (including up to 3 memberships), members over 80 shall be excused from paying dues. (approved by BOD 2-15-2007). Past presidents dues policy: “All members, except the immediate past president, shall be required to pay annual dues”(by general consensus BOD meeting 10-8-2015).