Bylaws of the Driftless Art Collective
This compilation of these Bylaws was reviewed and approved on 19 February 2014 at the Annual Meeting of the Corporation. The following were present at said meeting and can attest to the validity of these compiled bylaws: Sarah Frydenlund (President); Jenna Sicuranza (Secretary); Laura Olson (Treasurer); Laurie Walter (Board of Directors); John Hall (member); Aryn Henning Nichols (Board of Directors); Lisa Beiwel.
Article I: Name and Incorporation
The name of this association is the Driftless Art Collective, hereinafter referred to as “Dartco” and formerly known as the Decorah Regional Arts Council. Dartco was incorporated under Chapter 504A of the 1977 Code of the State of Iowa on the 8th day of March, 1978, and rebranded in September 2010.
Article II: Purpose
The purpose of Dartco shall be to empower our community to network and foster partnerships so together we can create stronger art-related events, cultural activities, and educational opportunities. Dartco provides support to artists and arts groups looking to improve life in Decorah, IA and the Driftless Region of Northeast Iowa.
Article III: Membership
Section 1: Individuals
Any resident of the United States may be a member of Dartco upon payment of a membership fee or by meeting volunteer requirements as established by the Board of Directors. In addition, honorary membership may be granted to an individual by a vote of the Board of Directors.
Section 2: Organizations
Organizations shall be eligible for membership in Dartco upon payment of a membership fee.
Section 3: Fees
Membership levels and associated fees shall be established by the Board of Directors.
Section 4: List
The Board of Directors shall maintain at all times a list of individual and organizational members.
Article IV: Board of Directors
Section 1: General Powers
The business and affairs of Dartco shall be managed by the Board of Directors (hereinafter referred to as “the Board”).
Section 2: Directors
The Board shall be made up of Officers (detailed in Article V, Section 1) plus not less than two (2) or more than nine (9) Directors-at-Large (Officers and Directors-at-Large are hereinafter collectively referred to as “Directors”). Any citizen or legal resident alien of the United States of lawful age is eligible to serve as a Director, and it shall not be necessary that such person be a member of Dartco prior to election to the Board. Directors shall become members of the Dartco upon election to the Board and shall be exempted from paying the membership fee, as their services shall be considered equivalent to an individual member’s dues for the fiscal year in which they serve.
Section 3: Terms of Office & Vacancies
Directors shall be elected by the membership at the Annual Meeting of the Corporation (detailed in Article VII, Section 1) for two (2) year terms. Directors may serve indefinitely, unless removed from the Board by a two-thirds (2/3rds) vote of the remaining full Board. Mid-term vacancies shall be filled by appointment of the Board, and it shall not be necessary that appointed persons be members of Dartco prior to appointment.
Section 4: Meetings
Meetings of the Board shall be held no less than four (4) times a year, including the Annual Meeting of the Board. The Annual Meeting of the Board shall be held in conjunction with the Annual Meeting of the Corporation (detailed in Article VII, Section 1).
Article V: Officers
Section 1: Number
The Officers shall be President, Vice President, Secretary, and Treasurer. In addition, a Director may serve as an Historian, if there is a Director with a history of service on the Board. All Directors are eligible to serve as Officers. Officers are elected by the Board at the first Board meeting of the fiscal year. Officers are elected for a term of two (2) years and may be re-elected as needed for up to four (4) terms. However, in the case of President, a term of no longer than four (4) years is recommended. Officer positions other than President can be combined (e.g., Secretary/Treasurer, Secretary/Historian, etc.). Two co-presidents in lieu of a President and Vice President is allowable. Any mid-term Officer vacancy shall be filled by the Board as soon as possible.
Section 2: Duties
The duties of the Officers shall be typical to their respective offices, or as assigned to them by the Board.
Section 3: Other Officers, Employees, or Agents
The Board shall have the power to elect or appoint subordinate officers, employees, or agents as may be necessary in their judgment for conducting the business of Dartco, and designate their title, job description, and compensation, if any. The Board may, by two-thirds (2/3rds) vote of the full Board, remove any such person for neglect of duty or other cause.
Article VI: Committees
Section 1: Executive Committee
The Officers of the Board (detailed in Article V, Section 1) shall constitute an Executive Committee and shall have and exercise in the intervals between the meetings of the Board all the powers of the Board which may be lawfully delegated in the management of the said business and affairs of Dartco. Three (3) members of the Executive Committee shall constitute a quorum. In the event of a tie vote in the Executive Committee, the President shall be given an additional vote to break the tie.
Section 2: Nominating Committee
The Board shall appoint a Nominating Committee at least two (2) months prior to the Annual Meeting of the Corporation (detailed in Article VII, Section 1). The Nominating Committee shall number no less than three (3) and no more than five (5) and such persons need not be Directors, but should be members of Dartco. The purpose of the Nominating Committee is to select and present candidates to serve as Directors. The Nominating Committee shall entertain suggestions of candidates from Dartco Directors and members and shall present candidates to the membership at least seven (7) days before the Annual Meeting. The Nominating Committee will accept additional nominees from the floor on the day of the Annual Meeting, provided the nominee has given written or verbal approval to have her/his name placed in nomination. When it is not feasible to appoint a Nominating Committee, the Board shall act as the Nominating Committee.
Section 3: Other Committees
The Board shall appoint other committees as may be required to conduct the business of Dartco.
Article VII: Meetings
Section 1: Annual Meeting
The Annual Meeting of the Corporation shall be held in January or February, as proves most convenient to the Board, at a time and place to be designated by the Board. All members of the Corporation shall be invited to the Annual Meeting, by written notice from the Board. Such notice is to be presented not less than seven (7) days before the time set for the Annual Meeting (by ordinary mail, e-mail, or by publication in a Decorah newspaper). In case of inclement weather, the Annual Meeting may be postponed to March or April.
Section 2: Other Meetings
Additional meetings of the Corporation may be called by action of the Executive Committee or the Board. A request in writing to the Board, signed by three (3) Directors or 30% of the membership, shall cause the Board to call a special meeting upon proper notice (as detailed in Article VII, Section 1).
Article VIII: Rules of Order
The rules contained in Robert’s Rules of Order Newly Revised shall govern Dartco in all cases to which they apply and in which they are not inconsistent with these Bylaws.
Article IX: Bylaw Review and Amendment
The Board shall annually review these Bylaws prior to the Annual Meeting of the Corporation, allowing enough time for any amendments or revisions to be included in the notice of the Annual Meeting. These Bylaws may be amended or revised at any time by the affirmative vote of at least two-thirds (2/3rds) of the members present at any regular or special meeting, provided that the notice of any such meeting contains a summary of any proposed amendments.
Article X: Dissolution Clause
Upon dissolution of Dartco, the Board shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Sec. 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U.S. Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located.
Article XI: Fiscal Year
The fiscal year of Dartco shall be 1 March to 1 March. Officers and committees shall commence service on 1 March, following election and appointment.
Article XII: Original Incorporators
The original incorporators of this Corporation are: Jan Berg, Robert Bolson, Syvilla Bolson, David Bratzel, Jane Borelli, Douglas Eckheart, Sue Ellingsen, Tom Haskell, Betty Hoppenworth, Beth Jones, Sharon Knudson, Robert Larson, Shirley Ludeking, Mary Lou Mohr, Betty Jean Nelson, Nancy Peck, Bruce Pierce, Lucille Price, Judy Olson, Ann Otis, and Helen Schmidt.
The first Board of Directors shall consist of: David Bratzel, Douglas Eckheart, Robert Larson, Mary Lou Mohr, and Ann Otis.
Article XIII: Policy of Non-Discrimination
Dartco will at no time in carrying out its programs and activities exclude from participation, deny benefits to, or otherwise discriminate against any person on grounds of race, color, national or regional origin, age, sex, sexual preference, disability or religion (or lack of it). This article was voted into effect in November 2001 by the following board members and general members in good standing: JoAnne MacTaggart, Andrea Wilkerson, Kelly V. Reagan, Alice Holdiman, Margaret Baird Davis, Susan Otte, Liz Rog, Steve McCargar and Beth K Rotto.