Bylaws
Restated
Approved by the Board of Directors
June 3, 2024

Foothills Art Association

A California Nonprofit Benefit Corporation
P.O. Box 794
4910 Memorial Dr. La Mesa, Ca. 91944
619-464-7167

Foothillsartassociation.com

 

 

                                                     Article I

                                           Name of Association

The name of the Association shall be Foothills Art Association, La Mesa

 

                                                    Article II

                                       Purpose of the Association

The mission of the Association shall be the advancement of fine arts in the community by promoting awareness and participation in the arts through educational opportunities and workshops and exhibition opportunities at the gallery.

 

                                                     Article III

                                                Principal Office

The principal office of the Association shall be located in San Diego County, Ca. The Board of Directors may change the location of the gallery as they see fit by a majority vote.

 

                                                    Article IV

                                                  Membership

Section 1: Member

The membership of the Association is open to all those interested over the age of 12 and shall be made up of five classes:

1. Junior Member- open to young artists ages 12 to 17.
2. Associate Member- allows member to attend meetings and art demonstrations but

             excludes the ability to display/ sell art.

3. Active Members- allows for hanging/selling privileges in the gallery for members and

             juried shows.

4. Enhanced Membership- allows for the full privileges of an Active Member as well as

             an online gallery of their art.

5. Lifetime Member- an honor bestowed by the Board of Directors for extraordinary

             contribution to the Association includes all the right and privileges of an Active

             Member, but annual membership fees are waived.

 

Section 2: Notice of Meetings

All classes of members shall be given notice of meetings, but Associate Members will not be counted toward a quorum.

 

Section 3: Termination of Membership

All classes of membership are terminated by resignation, death, or non-payment of dues. The Board of Directors reserves the right to terminate and/or not renew a membership following a majority vote of the Board for violation of the Association’s Code of Ethics.

 

 

Section 4: Annual Meeting

The annual meeting of the Association shall take place in June at the principal location unless specified otherwise. Notice of the annual meeting and location shall be given at least two weeks before the meeting by electronic means and/or first-class mail.

Regular monthly meetings shall be listed on the master calendar and shall be held without notice.

 

Section 5: Quorum

Ten percent of the total membership (excluding Associate Members) shall constitute a quorum for the purposes of voting for the Board of Director’s positions, the removal of Director, or the entire Board of Directors. Members may vote in person, by written proxy or by absentee ballot. For monthly Board of Director’s meetings, a quorum shall consist of the majority of the Directors.

 

Section 6: Roster

The Directors of the Association shall maintain a current list of all members with their contact information. The roster shall be made available to the members at the principal location.

 

Section 7: Liabilities

No elected member of the Association shall be personally liable to its creditors for any debt or liability.

 

                                                          Article V

                                                   Board of Directors

 

Section 1: Number of Directors

There shall be no less than five directors and no more than 11. The majority of the duly elected directors shall constitute a quorum for the transaction of the Association’s business.

 

Section 2: Powers of the Board

1. To conduct and manage the business affairs of the Association.
2. To change the principal location of the Association.
3. To establish the criteria for the membership.
4. To establish a strategic plan for the Association for the long-term viability of the

           Association.

1. To establish a Code of Ethics for its members.

 

Section 3. Positions of the Board

The positions of the Board shall consist of the President, Vice president, Secretary, Treasurer and Past President and up to 7 at-large members.

 

Section 4: Duties of the Officers of the Board

1. President– shall preside over all meetings of the Association, shall

          appoint, with the approval of the board, chairpeople and leads for committees, shall be

          ex-officio of all committees with the exception of the nominating committee and shall

          represent the Association to the community either in person or by proxy.

1. Vice President- shall perform the duties of the President during the President’s

           absence.

1. Secretary/ Historian- shall distribute the agenda for meetings, record minutes, conduct

           correspondence and keep up-to-date records of all minutes and correspondence for a

           period of three years and shall keep all official records in perpetuity.

1. Treasurer- shall manage the financial affairs of the Association including establishing a

           budget for Board approval, provide monthly financial reports, record income and

           disbursements and prepare an annual financial report for the membership 90 days          

           after the end of the fiscal year, shall deposit all money received in the bank and shall

           sign all checks for the payment of bills, shall file to maintain our non-profit status

           with the state of California and shall file taxes for the Association.

1. Past President- shall assist the President in the transfer of leadership.
2. At Large Member of the Board- shall assist the Board by taking on leadership

          roles on committees of the Association.

 

Section 5: Term of Office

Board members shall be elected at the annual meeting in June and shall serve a two-year term with the exception of the Treasurer who shall serve a three-year term. The term expiration dates shall be staggered so that the terms of all Director’s do not expire at the same time. Officers may continue to serve multiple terms of service.

 

Section 6: Vacancies

Any vacancy of the Board shall be filled by appointment by the President following a majority vote of the remaining Directors.

 

Section 7: Organizational Meeting

 Following the election of the Board, an organizational meeting will be called to establish the

 budget for the new year, set the monthly meeting schedule, appoint committee chairs and set the master calendar for the year.

 

Section 8: Special Meetings

Special meeting of the Board may be called by the President or two members of the Board. Notice to the membership shall be given of such meeting and its purpose electronically or by first class mail with at least one week’s notice.

 

Section 9: Removal

The entire Board of Directors or any individual Director may be removed from office, with or without cause, by a majority vote of the members at a special meeting called for that purpose and at which a quorum is present.

 

Section 10: Compensation

The Board of Directors all receive no compensation for their services. Directors shall be reimbursed for actual expenses approved by the Board.

 

 

Section 11: Action without a Meeting

The Board of Directors may on occasion take an action by electronic vote without a meeting.

Any such votes shall be read into the record at the next scheduled meeting and duly recorded in the minutes.

 

Section 12: Place of Meetings

All meetings shall take place at the principal location unless otherwise specified. Meetings of the Board may also be held via videoconferencing when necessary.

 

 

 

 

                                                     Article VI

                          Nominating Committee and Election Procedure

 

Section1: Nominating Committee

The President shall appoint a Nominating Committee consisting of up to three members only, one of whom shall be a current Director and must not include the President. The committee shall propose a slate of at least one candidate for each Director position for the election at the annual meeting of the Association. The committee shall seek nominations from the floor by electronic means prior to mailing out the ballots.

 

Section 2: Voting

The slate of candidates shall be included with notice to the members of the annual meeting. Members may vote by absentee ballot either by electronic means or first-class mail or in person by voice vote, show of hands or secret ballot. Written proxy votes shall be allowed. Voting by absentee ballet shall close the day before the annual meeting. The Secretary or other designated Director shall establish that a quorum has been achieved by counting absentee ballots, number of members present in person and/or written proxy votes. The person receiving the highest number of votes cast shall be elected. In the event that a majority is not received, another vote shall take place until a majority is achieved. In the event that a quorum is not achieved, a special meeting shall be called with notice to the membership for the purpose of voting.

 

                                                     Article VII         

                                          Amendment to the Bylaws

These Bylaws may be amended or repealed, and new Bylaws adopted by a vote of the majority of the members of the Board of Directors.

 

                                                    Article VIII

                                                     Authority

Roberts Rules of Order, revised, shall be the Association’s parliamentary authority.

 

                                                      Article IX

                                                      Fiscal Year

The Association’s fiscal year shall be July 1 to June 30.