Article I: Name and Location
Section 1. The name of this corporation, hereinafter referred to as "The Gallery" shall be Town Center Gallery, Inc. and its duration shall be perpetual.
Section 2. The Gallery address is 321 Town Center West Suite B6 , Santa Maria, CA 93458, and is located at the Town Center West Shopping Center in Santa Maria in Santa Barbara County.
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. The principle purpose: The Gallery is organized exclusively as a place to bring art to the community. The Gallery does this by: (1) providing a place for local artists to display their work and an opportunity for them to participate in community events and shows; (2) providing various types of artwork for local businesses, including the painting of murals upon request; (3) providing Scholarship Funds for aspiring student artists; (4) providing year-round art classes, lectures, and demonstrations to educate children and adults; and (5) encouraging and helping the artists develop an awareness and interest in furthering their creative endeavors.
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 it’s 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, not withstanding 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 3: 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 in the gallery or other appointed duties appointed and approved by the directors.
Section 3. Membership shall be granted upon filling out the proper paperwork as provided at the
in-gathering of artwork, by paying the respective fees per show, 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 Maria City Sexual 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 on January 1 or shall be collected at the first "In-Gathering" in which an artist participates during the year.
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, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Gallery Director, Financial Advisor, Administrative and Education Director, 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 1st Vice President shall, in the event of the absence or in ability of the president to exercise his or her office, become acting president of the organization with all the rights, privileges and powers as if he or she had been duly elected president. The 1st Vice Presidentshall assist the president with and business and gallery as needed. In the event that President cannot perform the duties, the 1st Vice President will succeed to the presidency until the next regular election is held.
Section 4. The 2nd Vice President shall assist the 1st Vice President and President in all and any duties and succeed the 1st Vice President if the situation arises; and shall oversee committee chairmen and activities and duties pertaining to Gallery as needed.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; shallconduct 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 Gallery Director shall, in general, oversee the operation of the gallery including hanging of artwork, placement of 3-D pieces, the tagging of all art pieces, and the general physical appearance, including cleaning and maintenance.
Section 8. The Financial Advisor shall advise the Board on financial matters and shall assist the Treasurer when needed to file sales tax reports, and other year end reports, preparing the budget and auditing financial statistics and preparing and filing fiscal taxes.
Section 9. The Administrative Advisor assists and advises the Board and Gallery Director in all matters of administration.
Section 10. The Education Director shall provide quality workshops and educational classes for children and adults and shall assist the Board in selecting guest artists for each reception.
Article VI: Board of Directors and Powers
Section 1. The elected officers constitutes 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 it’s purposes as herein stated.
Section 2. The elected officers shall appoint all Committee Chairmen and Coordinators to assist in the duties specified in the purpose of the organization.
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 VI: 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 wis 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 second Monday of December (concurrent with the ingathering at the Gallery), 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 preasent 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 on a monthly basis at a designated date, time and place to be determined and agreed upon by the Board of Directors.
Section 2. There shall be regular Gallery Membership meetings held on a designated date, time and place determined by the directors and membership.Section 3. 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 4. Special meetings of the Membership or Board of Directors may be called by the President, as needed.
Section 5. 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 4 members of the Board ofDirectors if theBoard of Directors has fewer than 7 current members. All Board members must be notified of special meetings.
Section 6. The order of business shall be as follows: 1) Roll call. 2) Reading of the minutes of the preceding meeting. 3) Reports of committees. 4) Reports of officers. 5) Old business. 6) New business. 7) Good & Welfare. 8) Adjournment.
Article IX: Committee and Chairmen:
Section 1. The President, with the advice of the officers, shall appoint the following standing committee chairmen within thirty (30) days after assuming office:
a. Publicity Chairperson
b. In-gathering Chairperson
c. Membership Chairperson
d. Fund Raising Chairperson
e. Special Events Chairperson
f. Featured Artist Receptions Chairperson
Section 2. Selected committees shall serve concurrently with the same term as the elected officers.
Section 3. Committee Chairperson may select co-chairperson and subsequent helpers with the approval of the Board, as necessary.
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. The Publicity Chairperson shall see that gallery events are publicized through website, newsletter, newspaper articles and advertisements, radio, television, postcards and flyers and prepare and publish membership handbooks.
Section 6. The In-Gathering Chairperson shall oversee and organize the staff and artists to receive and record the incoming and outgoing artwork at each show throughout the year.
Section 7. The Membership Chairperson shall keep membership current as per each show; maintain and distribute master phone lists, phone trees, and keep membership rosters and handbooks updated, and shallrecruit new members and artists to the Gallery
Section 8. The Fund raising Chairperson, under the direction of the Board, shall be responsible for securing funds needed to support the activities of the Gallery, including fund raising and securing grants.
Section 9. The Special Events Chairperson coordinate off-site shows, exhibits and organize special community events. Section Section 10. The Featured Artist Receptions Chairperson shall coordinate the set up, serving and take down of the Featured Artist receptions, coordinate reception raffle and wine donations.
Article X: Parlimentary 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.
Article XI. Amendments
Article X. Parliamentary Authority
Article IX. Committees and Chairmen
Article VIII. Meetings
Article VII. Nominations and Elections
Article VI. Board of Directors and Powers
Article V. Officers
Article IV. Dues/Fees
Article iii: Membership
Article II. Objectives And Purposes
Town Center Gallery, Bylaws
Section1. 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.
Revised on 2/21/2010