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VALLEY ART GALLERY

A Community of Artists

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By-laws

Valley Art Gallery

By-laws

(Adopted  12/09/2016)

The voted and adopted changes are highlighted

 

Article I: Name and Location

  • Section 1. The name of this corporation, hereinafter referred to as "The Gallery" shall be Valley Art Gallery, Inc. 

 Article II: Objectives and Purposes

  • Section 1. The Gallery shall be organized pursuant to the non-profit Public Benefit Corporation Law of the State of California. This corporation is established for public purpose only of non-profit and non-partisan activities and is organized exclusively for charitable purposes within the meaning of section 501c3 of the Internal Revenue Code.
  • Section 2.  It is our mission to provide support and opportunities for local artists and offer art activities and education to the community.  Valley Art Gallery serves our mission by:
    1. Providing display and sale opportunities.
    2. Providing art classes for children, teens and adults.
    3. Providing organized activities for the community to experience and appreciate the arts in the Central Coast.
    4. Providing scholarship(s) for local college students.
    5. Working together with other area civic organizations.
  • Section 3. The Gallery may receive and maintain funds of real or personal property, to use and apply the whole or part or any part of the income there from and the principal there of exclusively for charitable purposes. No part of the net earnings shall inure to the benefit of any individual, except that reasonable compensation may be paid for services rendered to or for the Gallery affecting one or more of its purposes. No part of the activities of the Gallery shall be devoted to carrying on propaganda, including the publication and distribution of statements or any other political campaign or endorsement.
  • Section 4. The Gallery may engage in fund-raising activities, accept gifts, endorsements, grants and bequests. Funds resulting from these means, unless given or held in trust for a special or limited purpose, shall be expended only after the approval of the Board of Directors.
  • Section 5. In the event of dissolution of the corporation, after paying for and adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational and creative endeavors and has established its tax exempt status under section 501c3. Assets not so disposed of shall be disposed of by the Superior Court in the county in which the principal office of the corporation is then located, exclusively as the court shall determine.
  • Section 6. Articles I and II of these bylaws setting forth the name, purpose, and objectives of the Gallery shall be considered as the Gallery’s constitution, which, notwithstanding any other provision contained herein, may be amended only by a two/thirds vote of those members present at a duly called meeting for the purpose thereof.

 Article III: Membership

  • Section 1. Membership shall be open and non-discriminating, to any person regardless of race, color, religion, gender, national origin, ancestry, age, medical condition, disability, sexual orientation, or any other characteristics protected by law.  Members must be a resident of Santa Barbara County or San Luis Obispo County.
  •  Section 2. All participating members are required to follow the Gallery guidelines set forth by the directors. (See Gallery Guidelines for Artists Participation) and participate actively by tending the gallery (if part of a gallery show) and being a member in one of the Valley Art Gallery committees.
  • Section 3. Membership shall be granted upon submitting the completed application form along with the annual membership fee, and by willingness to support the purpose, by-laws and policies of the Gallery. 
  • Section 4. Members shall have the right to attend all meetings of the Gallery, to vote, hold office, and to participate in all activities of the Gallery except the privileges of voting at meetings of the Board of Directors.
  • Section 5. Membership lists shall not be published nor made available outside the Gallery, except where, in the opinion of the Board of Directors, the furnishing of such lists in confidential status to a legitimate, responsible public or private agency or organization, will be in the best interest of the members and will serve the purposes of the Gallery.
  • Section 6. No member shall make representation to any public official or body, or speak or act publicly in the name of the Gallery without the approval of the President of the Board of Directors.
  • Section 7. The Gallery shall not endorse a commercial product.
  • Section 8. The Gallery shall follow the guidelines of the Santa Barbara County Anti-Harassment Policy.

 Article IV: Dues/Fees

  • Section 1. The dues/fees shall be established by the Board of Directors.
  • Section 2. The annual membership dues will be due and payable at the time the artist submits an application for membership and thereafter on or before the artists’ membership anniversary date.
  • Section 3. The entry fees shall be collected at each "In-Gathering" as artists submit their work.

 Article V: Officers

  • Section 1. The officers of the Gallery shall consist of a President, Vice President, Secretary, Treasurer, and Board Member At-Large, who shall be elected by the membership to serve for a term of two (2) years beginning January 1 of each odd numbered year, or until their successors are elected. 
  • Section 2. The President shall preside at all Gallery meetings, by virtue of the office; be chairperson of the Board of Directors; call to order, conduct and adjourn the meetings according to proper order; present at each meeting of the organization a report of the work of the organization; see that all books, reports and certificates that are required by law are properly kept or filed; be one of the officers who may sign checks or drafts of the organization, and have such powers as may be reasonably constructed as belonging to the chief executive of any organization.
  • Section 3. The Vice President shall, in the absence of the president, assume all the duties and responsibilities of the President, and shall assume other duties assigned by the Board, unless unable to perform, and then shall delegate such duties to responsible parties.
  • Section 5. The Secretary shall keep the minutes and accurate records of the Gallery and file in the appropriate record books, file any certificate required by any statue, federal or state; be the official custodian of the official records and seal; shall take roll-call of members in attendance at the board meetings and shall send a copy of all meeting minutes to the officers and attendees for approval; shall conduct nominating of Board of Directors process and voting procedures and shall present to the Board of Directors any communication which shall be addressed to the organization.
  • Section 6. The Treasurer shall receive all monies belonging to the Gallery and disburse all funds as needed upon approval by the board. All funds shall be deposited in the name of the Gallery in the designated bank. The treasurer shall maintain a permanent record of the Gallery accounts and keep this record accessible at all times. A financial report shall be presented to the board at each Board meeting. The treasurer shall pay bills and assist in preparing year-end annual budget and ensure that all state and federal tax forms are completed and filed for the fiscal year. With the assistance of a qualified accountant and the Financial Advisor and with approval by Board, all financial records shall be subject to audit on an annual basis.
  • Section 7. The board member “At-Large” will be a person selected by the membership for his/her significant range of familiarity with the business and organizational environment of the Santa Maria area. The board member At-Large will attend regular board meetings, be a member of Valley Art Gallery and have the same voting rights as all other board members. The board member At-Large will assist Valley Art Gallery in matters of business and help steer the organization toward our proper place in the community. 

Article VI: Board of Directors and Powers

  • Section 1. The elected officers constitute The Board of Directors and shall be the governing body of the Gallery and shall exercise all lawful powers necessary to conduct business and carry out its purposes as herein stated.
  • Section 2. The elected officers shall appoint each member to a committee and appoint a Committee Chairperson for each committee.
  • Section 3. When a decision by the Board of Directors is needed at once and a meeting cannot be held, the President, or person designated by the president, may take a telephone or e-mail vote. Affirmative replies must be received from at least two-thirds (2/3) of the board members.  This procedure may only be used by the President in case of an emergency and must be recorded in the minutes at the next regular board meeting.
  • Section 4. The Board of Directors may by two thirds (2/3) vote, suspend or expel from the Gallery a member whose activities are not in accordance with the purposes and policies of the Gallery. This action shall be taken in a manner prescribed by parliamentary authority.
  • Section 5. All members of the Board of Directors must be at least 18 years of age.

Article VII: Nominations and Elections:

  • Section 1.  Members who wish to run for positions on the Board of Directors are to submit their requests to the Gallery Secretary, in writing, stating both their name and position that they wish to run for.  The requests shall be submitted during the month of November of each even year.
  • Section 2. The election for positions on the Board of Directors shall take place beginning on the December intake day, during operational hours, and lasting until the Gallery closes the following Saturday.  Ballots will be made available at the Gallery.  Each voter (member) will sign and date a registration sheet, receive a ballot, vote for the officers of their choice and deposit the secret ballot in the ballot box.  The docent present at the Gallery will initial the registration signature.
  • Section 3. On the third Monday of December the Secretary and two members appointed by the Board of Directors will open the ballot box, confirm the number of ballots concurs with the registration list, tally the votes and announce the results.  Members are invited to attend and observe the vote counting.  
  • Section 4. All officers will assume office January 1 of each odd numbered year. Special elections may be called for the purpose of voting to replace an officer who leaves office.

Article VIII: Meetings

  •  Section 1. The Board of Directors meetings shall be held no less than quarterly, at a designated date, time and place to be determined and agreed upon by the Board of Directors.
  • Section 2. Meetings of committees will be held as deemed necessary by the committee chairman at a designated date, time and place to be determined and agreed upon by the committee members.
  • Section 3. There shall be regular Gallery Membership meetings held on a designated date, time and place determined by the directors and membership. 
  • Section 4. The Gallery shall hold an annual Membership meeting during the fall quarter (October, November or December) on a date, time and place determined by the Board of Directors for the purpose, but not exclusive purpose, of nominating officers.
  • Section 5. Special meetings of the Membership or Board of Directors may be called by the President, as needed.
  • Section 6. To constitute a quorum for the transaction of business to be voted upon at regular or special meetings of the Board of Directors, there must be in attendance, a majority of the Board of Directors currently in office or a minimum of four members of the Board of Directors if the Board of Directors has fewer than seven current members. All Board members must be notified of special meetings.
  • Section 7. Board meetings will be structured to effectively facilitate decision-making and voting.  The order of business shall be as follows:
  1. Roll call.
  2. Confirmation that the minutes of the preceding meeting were read and accepted online by a majority of the members of the Board.
  3. Reports of committees.
  4. Reports of officers.
  5. Old business.
  6. New business. 
  7. Adjournment.

Article IX: Committee and Chairmen:

  •  Section 1. The President, with the advice of the officers, shall appoint chairpersons for the following committees within thirty (30) days after assuming office:
    1. Education
    2. Publicity
    3. Membership
    4. Documents & Copying
    5. Gallery Operations
    6. Historians
    7. Featured Artist Receptions
    8. Fun Fridays
    9. Fundraising
    10. In-gatherings
    11. Grants
    12. Community Events
    13. Sunday Socials
  • Section 2. Selected committees shall serve a one calendar year term.
  • Section 3. Committee Chairpersons may select a committee secretary and/or a co-chairperson if appropriate.
  • A budget for each committee will be determined by the Board before the end of February of each year.
  • Section 4. The President, with the advice of the Board of Directors, may appoint special committees and their chairperson and may define the duties and duration of the committees, as needed.
  • Section 5. Committee descriptions:
    1. Education Committee. Develop course material, plan, procure materials and teach classes at the library. Assist members with coordinating classes at the gallery. Work with Grants Committee for program needs. The Education Chairperson should spend their committee time performing administrative duties, not teaching.
    2. Publicity. Develop, coordinate and deliver publicity in the form of Facebook posts, Instagram, paid advertising, articles for any media and press releases. Develop advertising for each featured artist. Develop and print 4-ups as needed. Keep the website current and well-maintained.
    3. Membership. Keep a current list of all members. Provide assistance and information to new members. Deliver group email messages. 
    4. Documents & Copying. Keep files of all current forms used in organizational operations. Make a monthly trip to the designated copy center to copy needed forms.
    5. Gallery Operations. Keep gallery in good condition and make sure the gallery operates smoothly. Fill and maintain the docent calendar. Provide training for all new docents.
    6. Historians. Attend and photograph all events. Keep a journal of all gallery activities during the year.
    7. Featured Artist Receptions. Help keep featured artists aware of their calendar and responsibilities. Assist with or provide refreshments for receptions.
    8. Fun Fridays. Work with membership to develop engaging activities for the community. Provide materials, refreshments and hosts.
    9. Fundraising. Develop fundraising plans. Carry out all board-approved fundraising activities.
    10. In-gatherings. Provide administrative duties and/or art hanging assistance to the gallery and airport in-gatherings. (Can have a gallery team and an airport team.)
    11. Grants. Complete and submit grants for the Education Committee. Assist the president of the Board with ideas and information on grant opportunities. Occasionally develop content for grant writing.
    12. Community Events. Recommends community event opportunities to the Board which will serve our mission.  Also leads the gallery’s participation in these community events (i.e. the Autumn Arts Fine Art Show.)

Article X: Parliamentary Authority 

  • Section 1. All orders of Gallery business conducted at meetings of the Board and general membership shall be governed by the guidelines and rules as set forth in the Robert’s Rules of Order, Revised (Rulesonline.com), where applicable and not in conflict with the constitution or bylaws. Final authority shall rest with the President of the Gallery.

 Article XI: Amendments:

  •  Section 1. These bylaws, with the exception of provisions for Article I and II may be amended at any regular meeting of the Gallery by a two-thirds (2/3) vote of those in attendance. They must be recorded in writing and displayed for viewing by the members.
  • Section 2. If a vote is needed to take action on a topic, such as voting on changing the by-laws, an e-mail vote will be allowed, and accepted as approved, with at least 50% of the members replying and a majority in favor of the action.

 

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Board Members

2017 - 2019

President - Hattie Stoddard

Vice President - 

Secretary - Jill Iversen

Treasurer - Patricia Smith

At Large - Kathryn Scott