Boyd's Station Artist Guild By-Laws
ARTICLE I
Name and Purpose
Section 1.01 - Name:
The name of the organization shall be Boyd's Station Artist Guild.
Section 1.02 - Purpose:
The Boyd's Station Artist Guild is an organization of artists and volunteers perpetuating and supporting the creative arts as part of the Boyd’s Station's overall mission. Members assemble regularly to encourage artistic excellence and create artistic opportunities for its members, as well as promote the arts and culture of the Harrison County community and Commonwealth of Kentucky. Membership is limited to contributing artists, student artists, and organization volunteers residing in the Commonwealth of Kentucky.
ARTICLE ll
Membership
Section 2.01- Classifications of Membership:
Classifications of memberships shall be determined by Boyd's Station Artist Guild, hereafter known as the Guild.
Section 2.02–Eligibility for Membership:
Application for membership shall be open to any Kentucky artist that supports the purpose statement in Article I, Section 1.02. Membership is granted after completion and approval of a membership application and agreement to the terms of the membership application and payment of annual dues (if any). Designation and eligibility of membership and membership levels will be determined annually by the Guild.
Section 2.03 - Dues:
Membership dues shall be paid annually. The amount of dues and payment date for dues for members is established by a majority of the Boyd's Station Artist Guild’s voting members. Dues and commission fees will be waived if Guild members volunteer Guild-determined hours per month at Boyd's Station Gallery annually.
ARTICLE lll
Boyd’s Station Guild Officers
Section 3:01 – Officer Authority:
The Boyd's Station Artist Guild Officer Committee is responsible for the overall policy and direction of the Guild and cooperation and planning with all other Boyd’s Station, Inc. projects and programs, and delegates responsibility of day-to-day operations of the Guild to the committees of the Boyd's Station Artist Guild.
The Boyd's Station, Inc. Board of Directors will designate a representative of the Boyd's Station, Inc. Executive Committee as a permanent voting member on the Boyd's Station Artist Guild Officer Committee. The Boyd's Station voting member will have an overall veto regarding any Boyd's Station Arts Guild Officer Committee matter and membership vote used only to maintain the Boyd's Station, Inc overall mission as directed by the Boyd's Station, Inc. Board of Directors as directed by the by-laws and mission of Boyd’s Station, Inc. organization. This veto may be utilized only after a majority overall Boyd’s Station, Inc. Board of Directors authorization.
Section 3.02 - Officers:
The Boyd's Station Artist Guild Officer Committee will be composed of: President, Vice-President, Treasurer, Secretary and Boyd’s Station Inc. Executive Committee representative.
Section 3.03 - Number, Selection, and Tenure:
The Officer Committee shall consist of not less than three (3) members voted on by the Guild and must be active Boyd’s Station Artist Guild Members. All committee officers/representatives will have the ability to vote. Each elected Officer shall hold office for a term of two (2) years. The Boyd’s Station, Inc. Executive representative is a permanent Officer Committee seat. Elections will be held each year, voting for two positions: president and treasurer and, on alternating years, vice-president and secretary.
Section 3.04 - Resignation:
Resignations of the Officers will be effective upon receipt of a written resignation submitted to the Secretary. A special election will be held during the next guild meeting to fill the vacated position.
Section 3.05 - Removal of Officers and Directors:
Officers may not be removed by the Boyd’s Station Inc. Board of Directors or Officer Committee but may be removed by the general membership at a regular or special meeting where a majority of the Guild members present approve such a removal.
Section 3.06 – Officer Committee Meetings:
The Officer Committee shall meet a minimum of six (6) times per calendar year. Meetings shall be called by the President at such dates, times, and places as the President shall determine.
Section 3.07 - Officer Committee Quorum:
A majority of the members of the Officer Committee shall be a quorum for the transaction of Officer Committee business.
Section 3.08 – Officer Committee Voting:
Voting done by the Officer Committee shall be in person, by sending an email vote to the President or by using video conference by an established deadline determined by the President. This shall be sufficient to affirm or deny a motion except for amending the by-laws.
Section 3.09 – Reimbursement:
Officer Committee shall serve without compensation with the exception that expenses incurred for the furtherance of Boyd's Station Artist Guild business may be reimbursed with the correct documentation; provided that the Officer Committee may establish the dollar limit which may be given as a reimbursement for expenditures made without preauthorization.
ARTICLE lV
Officers
Section 4.01 - Officers:
The Officers of the organization shall be the President, Vice President, Secretary, Treasurer, and Boyd’s Station Inc. Executive Committee representative.
Section 4.02 - Election of Officers:
The election of officers will be held at the Annual General Meeting. Any Boyd’s Station Creative Guild Member (Creative, Supporting or Apprentice) is eligible to hold any officer position.
The election of officers will be held by email or other forms of common electronic communication. The names of all candidates for office will be sent out by email. A plurality of the votes cast will constitute the election.
Section 4.03 - Terms of Office:
The term of office for all Officers shall be two (2) years. Officers shall hold office until a successor is duly elected and ‘qualified,’ as noted in Section 4.04. Officers shall be eligible for unlimited terms in the same office as long as the Guild membership votes in favor of the officer in the annual election of Officers.
Section 4.04 - Terms of Office; Qualification:
A qualified Officer must be a Boyd's Station Artist Guild Member (CREATIVE, SUPPORTING or APPRENTICE) in good standing with no less than 60 days’ membership.
Section 4.05 – Vacancies:
Vacancies existing for reasons of resignation, death, incapacity or removal before the expiration of their term shall be filled by a majority vote of the Guild after calling for and accepting nominations which must be voted on by a quorum of the membership at a special meeting called pursuant to Section 6.04. In the event of a tie vote, the Officer Committee shall choose the succeeding officer by Officer Committee vote. An Officer elected to fill a vacancy shall be elected for the unexpired term of that Officer’s predecessor in office.
Section 4.06 - President:
The President shall be the Chief Executive Officer of Boyd's Station Artist Guild and will supervise Boyd's Station Artist Guild and all committees in accordance with these by-laws. The President shall be the Chair of the Officer Committee and shall preside at meetings of the Officer Committee and general Guild meetings and special functions. The President shall sign, with any other proper Officer, instruments which may be lawfully executed on behalf of Boyd's Station Artist Guild, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by Boyd’s Station, Inc. to some other office or agent. The President also sits on the Boyd’s Station Inc. Executive Committee.
Section 4.07 - Vice President:
The Vice President shall be an Officer of The Boyd's Station Artist Guild and will preside at meetings of the Officer Committee and general meetings of The Guild in the absence of or at the request of the President. The Vice President serves as the chair of the Exhibition Committee.
Section 4.08 - Treasurer:
The Treasurer shall be an Officer of The Boyd's Station Artist Guild and will oversee the financial affairs of the organization. The Treasurer reports to the President and serves as the chair of the Inventory & Sales Committee.
Section 4.09 - Secretary:
The Secretary shall be an Officer of The Boyd's Station Artist Guild who will keep an accurate record of proceedings of all meetings of the Officer Committee and shall give notices required by law and these by-laws.
Section 4.10 – At-Large Officer(s):
At a point in the future where membership reaches levels determined to be adequate for additional representation, two At-Large Officers will be voted to the Officer Committee each year at a preannounced spring membership meeting. One At-Large Officer may be an Apprentice Member, and the other At-Large Officer may be a Supporting Member. At-Large Officers can be elected by the general membership for additional terms following each year of service with no term limits. The At-Large Officer(s) shall be an Officer of The Boyd's Station Artist Guild who will be elected by overall membership to a one-year term as an Officer Committee member, without voting privilege.
Section 4.11 – Boyd’s Station Inc. Executive Committee Representative:
The Boyd’s Station, Inc. Executive Committee Representative is a permanent Boyd’s Station Artist Guild Officer Committee member. Membership on the Officer Committee of the Boyd’s Station Inc. Executive Representative does not require Boyd’s Station Artist Guild membership voting. This position cannot be terminated or voted to be eliminated by the Officer Committee or general membership. The Boyd’s Station Inc. Executive Committee Representative reports directly to the Boyd’s Station Inc. Board of Directors and Boyd’s Station Executive Committee. The Boyd's Station Executive Committee representative will have an overall veto regarding any Boyd's Station Artist Guild Officer Committee matter and membership vote pertaining to and used only to maintain the Boyd's Station, Inc overall mission as directed by the Boyd's Station, Inc. Board of Directors as directed by the by-laws and mission of Boyd’s Station, Inc. organization. This veto may be utilized only after a majority overall Boyd’s Station, Inc. Board of Directors authorization.
ARTICLE V
Advisory Groups and Committees
Section 5.01 - Establishment:
The President of The Boyd's Station Artist Guild may establish or dissolve one or more Advisory Groups or Committees. Varying committee chairs will be appointed by the Officer Committee.
Article VI General Meetings
Section 6.01–Meetings:
General meetings of Boyd's Station Artist Guild shall be held monthly. For all regular meetings, notice shall be emailed and added to the Guild’s website.
Section 6.02 - Annual Membership Meeting:
The annual membership meeting shall be held at a time and place to be set by the Officer Committee. Officers shall be elected at that time. A one-month notice will be given through the website and email correspondence to the general membership. Meetings will be held in person with a virtual option.
Section 6.03 - Special Meetings:
Special meetings may be called by the President with at least ten (10) days notice given by an electronic notice or by calling all members. Special meetings may be called by at least fifteen (15) members of the Guild as long as the Guild’s President is notified that a special meeting is being called at least ten (10) days prior and provided that no business shall be conducted except for that which the meeting is being called.
Section 6.04 - Member Quorum:
At any general meeting or at the annual membership meeting, a quorum will be considered a minimum of five (5) members of Boyd's Station Artist Guild.
Section 6.05–Member Voting:
Voting methods by members will be specified by the Officer Committee. A simple majority shall be sufficient to affirm or deny a motion except for amending the by-laws.
ARTICLE VII
Indemnification
Section 7.01: Indemnification:
Every member of the Board, Officer Committee, or employee of the Organization may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, Officer Committee, or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, Officer, or employee of the corporation, or any settlement thereof unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights to which such members of the Board, Officer Committee, or employee is entitled.
ARTICLE VIII
Financial Administration
Section 8.01- Fiscal Year:
The fiscal year of the organization is currently January 1 – December 31 and may be changed by the resolution of the Officer Committee.
Section 8.02 - Checks, Drafts, Etc.:
All payments made on behalf of the organization shall be physically signed or documented as approved by two Officers of the organization. Designated signees shall be, in addition to the Treasurer, the President, and one other Executive committee member.
Section 8.03 - Deposits and Accounts:
The Treasurer, President, or Vice President shall deposit all funds of the organization, not otherwise employed, in a timely manner into designated bank accounts.
ARTICLE IX
Books and Records
Section 9.01:
Correct books of account of the activities and transactions of Boyd’s Station Artist Guild shall be kept at the office of Boyd’s Station Artist Guild, 203 E. Pike Street, Cynthiana, KY. This book will include annual Board meeting minutes, all other meeting minutes and a copy of the current by-laws, and documentation of the adoption of the current by-laws.
ARTICLE X
Dissolution
Section 10.01:
Upon the dissolution of Boyd's Station Artist Guild, the Board shall, after paying or making provision for the payment of all its liabilities, offer the remaining monies and assets to Boyd's Station, Inc, a nonprofit organization that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE Xl
Amendment of By-Laws
Section 11.01:
These by-laws may be amended following publication in two successive newsletters and by a two-thirds majority vote of the Members present provided a minimum of ten (10) days prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken.
ARTICLE XlI Boyd’s Station Artist Guild Committees (CURRENTLY BEING DRAFTED)
Section 12.01:
Officer Committee
Officers
Section 12.02:
Membership Committee
Volunteers promote BSAG membership (contributing artists, friends of Boyd’s Station Gallery, and students) within the community.
Organize prospective member visits through the membership process.
Section 12.03:
Volunteer Committee
Manage volunteers for gallery, events, and off-site.
Track member volunteerism.
Track needed shifts, dates, times, number of people per shift, and event staffing.
Train all new members on shift duty responsibilities.
Section 12.04:
Inventory & Sales Committee
Track and SKU all items for sale
Manage Boyd’s Station Gallery inventory tracking spreadsheet
Track all sales and payments to artists
Think of new items for the marketplace
Seasonal Ideas
Work with other committees on ideas for popup events/Items
Section 12.05:
Gallery Management Committee
Inspect/report the condition and needs of Boyd’s Station Gallery space to Boyd’s Station
Inventory and request supplies for maintaining Boyd’s Station Gallery
Plan and coordinate membership monthly cleaning and maintaining space.
Understand and know building ins/outs and how things work.
Instruct volunteers on gallery duties.
Section 12.06:
Exhibition Committee
Curate and approve all exhibitions.
Tracker and keeper of all events.
Maintains and approves the calendar and schedule of events, workshops, and programs.
Absolute timeline and needs for each exhibit.
Manage process after approval following up with all steps leading to installation on the wall.
Overall lead and manage the installation of the show according to specifications and requirements and direct each committee that utilizes the gallery space.
Works with Boyd's Station Gallery for sign-off and approvals for use of the building
Section 12.07:
Community Committee
Track events and organizations in and around the Cynthiana area and region that BSAG and Gallery could benefit and partner.
Seek and plan cultural and additional workshops, artist talks, and collaboration events
Find ways to market BSAG in the community; attend the Chamber of Commerce & other community meetings; & find new ways to promote BSAG exhibits and events.
Promote all events, exhibits, shows, and workshops.
Section 12.08:
Show Committee
Plan and organize shows and exhibitions and coordinate with Exhibition Committee in order to plan dates and times for the shows and events that will take place during each event.
Student Show
Juried Shows
Solo Shows
Spotlight Shows
Group Exhibitions
Proposal Exhibitions
Partnership Exhibitions (KAC)
Holiday Shows
Section 12.09:
Special Programs-Events Committee
Volunteers think of unique, interesting programs, for BSAG artists and for the community at large, then plan the event with the presenter and Exhibition Committee.
Goal is to bring people to visit the gallery through events other than the exhibitions. (Artist talks, artist pop-up gallery).
Section 12.10:
Big Idea Committee
Thinking of bigger and better and out-of-the-box events, ideas
Hotdog event during rod run, projection of artwork on the courthouse, so on....
Section 12.11:
Fundraising Committee
Section 12.12:
Social Media Committee
Section 12.13:
Receptions Committee