BY-LAWS of the MOUNT HOREB AREA ARTS ASSOCIATION

ARTICLE I - NAME

• The name of this Organization shall be "Mount Horeb Area Arts Association". The Organization's name shall be abbreviated "MHAAA".

ARTICLE II - PURPOSE

2.1 The purpose of the MHAAA (also referred to as the "Organization") shall be charitable and educational, including but not limited to promoting and developing creative arts in the Mount Horeb area of Wisconsin, and in that regard, to hold Studio and Gallery Art Tours within that area to exert influence toward the purchase of meritorious works of art by individuals, the state and local government units, or any other civic or business organizations. The Organization may engage in any lawful act under the Wisconsin Non Stock-Corporation Law, Chapter 181 of the Wisconsin Statutes, and as ammended.

2.2 This corporation is organized exclusively for such purposes as are allowed under Sec. 501 (c)(3) of the Internal Revenue Code as amended.

2.3 No part of the net earnings of the Corporation shall enure to the benefit of or be distributed to its Members, Directors, Officers or other private persons, except the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it.

ARTICLE III - MEMBERSHIP

3.1 Membership in this Organization is available to any individual who is a professional artist in any visual arts media or is a person interested in supporting the creative visual arts and satisfies the criteria as set forth in these By-laws.

3.2 Membership in this Organization may be terminated pursuant to the rules and regulations set forth in these By-laws.

ARTICLE IV - BOARD GOVERNANCE

4.1 The property, business and affairs of the Organization shall be under the power, management and control of a Board of Directors. Votes shall be cast by the voting members of Board of Directors, or another representative designated by the Board Member to cast a proxy vote.

4.2 The Board of Directors shall have the authority to add nonvoting members to the Board of Directors who may offer business and other professional expertise for the benefit of the Organization.

4.3 All voting Board members are required to attend all Board meetings. Failure to attend Board meetings may subject that Voting Board members to removal from the Board. A Voting Board Member may be removed only by a majority vote.

4.4 Vacancies on the Board between elections shall be filled by temporary appointment, pursuant to clause 4.3 of this Constitution.

4.5 The Board of Directors officer positions shall be President, Vice-President, Secretary, and Treasurer, who will be elected on a biannual basis by the Board of Directors by a majority vote, with a majority vote of the entire Board present, with a quorum being two-thirds (2/3) of the representatives voting. The Board may consist of as few as 3 people and as many as 7 people.

• The Board of Directors will be responsible for the publication of the member newsletter in the event one is deemed necessary.
  # The Board may hire an Editor who may or may not be a MHAAA member.
• The Board of Directors will be responsible for the Studio and Gallery Art Tours. These tours will be held in the Mount Horeb Area (Mount Horeb, Blue Mounds, Black Earth, Cross Plains, Mazomanie, Dalyville).
  • Fund raising for the Tour will be procured by the Board.
  • Any expenses in excess of fees and contributions will be shared by the members on a percentage per capita basis. C. The Board of Directors will be responsible for public relations which will include but not be limited to marketing and communications.
• The Board of Directors will manage the financial matters of the Organization.

4.6 The Board of Directors may hire or retain the services of an administrative assistant and/or executive director to carry out the activities of MHAAA. Said individual may or may not be an officer and/or director. Terms and conditions of employment, including remuneration, if any, shall be determined by the Board of Directors.

ARTICLE V - MEETINGS

5.1 Meetings of the general voting members of the Organization for conducting its business shall take place at least once per calendar year. Said business meetings may be combined with educational seminars, lectures, exhibitions, demonstrations and other events. All said meetings shall be open to the general public.

5.2 Meetings of the Board of Directors shall be held at least four (4) times per year and may be combined with meetings of the general membership. Said meetings shall be scheduled by the Board. A regular business meeting of the Board of Directors shall occur no more than once per month. Special meetings of the Board of Directors may be scheduled at any time and may be conducted by telephone conference call as long as each member can at all times hear every other member.

5.3 For regular meetings of the Board of Directors, there shall be ten (10) days notice to Board members. For special meetings of the Board of Directors, such notice to Board members shall be forty-eight (48) hours notice. Said notice may be written or oral. All Board of Director meetings shall be open to the general voting membership.

ARTICLE VI - COMMITTEES

6.1 Committees shall be formed and members appointed as the Board of Directors determines necessary.

6.2 The action of all committees is subject to the ultimate authority and supervision of the Board of Directors.

ARTICLE VII - AMENDMENTS

7.1 These By-laws may be amended at any regular business meeting of the general voting membership by a majority vote of the membership present and voting, provided written notice of the proposed change shall be given to the membership at least thirty (30) days in advance.

7.2 These By-laws may be amended by submitting a mailed ballot to all voting members of the Organization. A two-thirds (2/3) majority vote of those ballots returned shall be required for approval of the amendment. In order to be counted, a ballot shall be received by the Board within twenty-eight (28) days from the date of mailing to the membership.

7.3 Any amendment shall be submitted to the Board of Directors and shall receive a majority vote of the three (3) Chapter votes cast of said Board recommending approval before it may be submitted to the general voting membership.

7.4 By-laws may be ammended by a 2/3's vote of the Board.

ARTICLE VIII - DISSOLUTION

8.1 In the event this Organization shall disband or be dissolved, thirty (30) days prior notice shall be given publicly and in writing to all members of the Organization.

8.2 All assets of the Organization shall be donated to an organization(s) within the guidelines of the By-laws or to such organizations described in Sec. 501 (c)(3) of the Internal Revenue Code as amended; which may include, but is not limited to, distribution to federal, state or local government, or its agencies, exclusively for a public purpose.

ARTICLE IX - INTERPRETATION OF THE BY-LAWS

9.1 Interpretation of the By-laws and all rules governing their application shall rest with the Board of Directors subject to applicable Wisconsin Law.

ARTICLE X - QUALIFICATIONS AND ELECTION OF MEMBERS

10.1 PROFESSIONAL MEMBERS

• Any visual artist who is a resident of the Mount Horeb area of Wisconsin and who has met the requirements for professional membership as outlined below may be considered a candidate for Membership.
• All candidates for Professional Membership shall have their artwork and resume reviewed by the MHAAA Board of Directors.
• The Board of Directors shall vote for admission or rejection of the candidate. Admission to membership shall require a majority vote of the board members. The Board of Directors has final responsibility for acceptance or rejection of applicants for membership to MHAAA.
• Criteria to be reviewed for Membership include, but are not limited to, the following:
  • Exhibitions in juried shows and/or professional galleries of the individual's artistic works.
  • Display and/or publication of the individual's artistic works.
  • The individual shall have displayed recent art production of consistent quality and shall indicate the pursuit of professional goals. E. Any visual artist may submit a formal application for membership in a form approved by MHAAA.
• Any visual artist may submit a formal application for membership in a form approved by MHAAA.
• Upon being elected to membership, a candidate shall be notified and shall be expected to accept membership and pay the appropriate dues within sixty (60) days of notification.

10.2 SUPPORTING MEMBERS

A. Any person interested in supporting the arts in the Mount Horeb area of Wisconsin may apply for a Supporting membership which shall be subject to a two/thirds (2/3) majority vote of the Board of Directors present and voting. Dues shall be payable on an annual basis.

B. Any Supporting Member who does not serve on the Board of Directors shall have a voice but no vote at any authorized meeting of MHAAA.

10.3 REVOCATION OF MEMBERSHIP

• Any member may be asked to resign for good cause by the Board of Directors. A two/thirds (2/3) majority vote of the Board members present and voting must vote for said resignation. Good cause shall be defined as any action which brings disrepute upon, or irreconcilable disruption into the MHAAA Organization. The member asked to resign may request a personal appearance and a further vote of the Board of Directors at a subsequent Board meeting. Board members shall be notified in advance that such a review and vote will be on the agenda.
  • In the event a member has been requested to resign and refuses to do so then, and in that event, upon a two-thirds (2/3) majority vote in favor of revocation of membership by the Board of Directors present and voting, a member may be dropped from the membership roles.
• Any member in arrears for payment of dues for six (6) months and who has received at least two (2) dues renewal statements from MHAAA, but has not paid, shall risk loss of membership upon a two-thirds (2/3) majority vote in favor of revocation of membership by the Board of Directors. A member removed from the membership roles for nonpayment of dues may be reinstated to membership in MHAAA by action of the Board of Directors. The Board may offer a waiver of membership fee at its discretion on a case by case basis.

ARTICLE XI - MEETINGS

11.1 A quorum for a meeting af the Board of Directors shall be two-thirds (2/3) of its members.

11.2 A quorum for a meeting of the general membership shall be nine (9) voting members.

11.3 A meeting of the general voting members of the Organization for conducting its business may be called by the Board of Directors upon not less than twenty-one (21) days written notice.

11.4 A meeting of the general voting membership may be convened upon the presentation to the Board of Directors of a petition from at least nine (9) voting members. Upon presentation of said petition, the notice for said meeting shall be mailed to the membership within ten (10) days thereafter. The meeting shall be held within thirty (30) days after mailing of the notice.

ARTICLE XII - BOARD OF DIRECTORS

12.1 The Secretary shall:

• Keep the minutes of the meetings of the Board of Directors and of the general membership;
• See that all notices are duly given in accordance with the provision of these By-laws and as required by law;
  • Be custodian of all the records of the Organization;
• Keep or arrange for the keeping of a register of the names and addresses of all members;
• In general, perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the Board of Directors.

12.2 The Treasurer shall:

• Have charge and custody of and be responsible for all funds and assets of the Organization;
• Receive and give receipts for monies due and payable to the Organization from any source whatsoever and deposit all such monies in the name of the Organization in such financial institutions as shall be designated by the Board of Directors;
• Provide a financial statement to the Board of Directors of the Organization's financial affairs as required by said Board. A single signature of the President, Vice-President, or Treasurer, or such other individual as may be authorized by the Board of Directors, shall be required on a check. Any officer in need of reimbursement is required to get another officer's signature on a check;
• In general, perform all duties incident to the office of Treasurer and have such other duties and exercise such other authorities as from time to time may be delegated or assigned to him/her by the Board of Directors.

12.3 In the event of a vacancy in an officer position because of death, resignation, removal, disqualification or otherwise, it shall be filled by the Board of Directors for the unexpired portion of the term. Said election shall be by a two-thirds (2/3) majority vote of the Board of Directors present and voting, providing that appropriate notice of the vacancy and the impending election is given to the Board in advance.

12.4 Any officer or member of the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Organization will be served thereby. A two-thirds (2/3) majority vote of the entire Board of Directors shall be present and voting and removal shall require a majority vote of those present. The individual who is the subject of said vote shall have the right to vote. Upon the petition of at least nine (9) voting members, the general membership shall require the Board of Directors to vote upon the removal of an officer or director. An individual officer or director may be the subject of a removal vote only once in a fiscal year.

12.5 Any Professional or Supporting Member in good standing may be an officer and/or director of the Organization.

12.6 In all cases, elections shall be by a simple majority of the votes cast. In the event of a tie vote, the election shall be decided by a coin flip conducted by one of the officers.

12.7 The Board of Directors shall consist of no more than five (5) members.

ARTICLE XIII - DUES

13.1 The dues schedule shall be determined by the Board of Directors and appropriate notice shall be given to the membership at least annually.

13.2 Any change in the dues schedule requires a notice to the membership on or before March 1st, preceding the commencement of the new dues schedule on the succeeding June 1st.

13.3 Annual dues shall be due and payable on June 1st of each fiscal year.

13.4 Proration or waiving of dues shall be determined by the Board of Directors on a case by case basis.

ARTICLE XIV - ORGANIZATION CALENDAR

14.1 The fiscal year of the Organization shall commence July 1st and terminate June 30th of the following calendar year.

14.2 Terms of office and dues shall be based on the fiscal year of the Organization.

ARTICLE XV - SPRING ART TOUR

15.1 The Spring Art Tour will showcase artists and studios within an approximate 15 (fifteen) mile radius of Mount Horeb.

15.2 A Selection Committee appointed by the Board will select the Tour participants on an annual basis. Membership in MHAAA does not automaticly qualify artists for participation in the Tour.

15.3 The Selection Committee may remove any artist from the Tour if it is shown that the artist has failed to adhere to the Spring Art Tour guidelines.

ARTICLE XVI - DISSOLUTION

16.1 In the event the Board of Directors shall vote to disband the Organization or dissolution is to be imposed upon the Organization for any reason, a general membership meeting shall be called upon at least thirty (30) days prior notice.

16.2 The special meeting to discuss the dissolution of the Organization by the general membership shall take such action as it deems appropriate.

16.3 Upon dissolution, all assets and/or records of the Organization shall be donated to the Mount Horeb Historical Society.

16.4 The Officers of the Organization shall be responsible for the filing of all appropriate documents with the Secretary of State for the State of Wisconsin and the Register of Deeds, Dane County, Wisconsin, in the event of dissolution.

16.5 If for any reason the assets and records of the Organization cannot be donated to the Mount Horeb Historical Society, the membership shall choose a similar charitable institution devoted to the visual arts consistent with Article IX of the MHAAA By-laws.

ARTICLE XVII - INTERPRETATION AND AMENDMENT OF BY-LAWS

17.1 Interpretation and amendment of these By-laws and all rules governing its application shall rest with the Board of Directors subject to the By-laws of this Organization and applicable Wisconsin Law.