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Council Bylaws

Bylaws of The Vermont Council on the Arts, Inc.

revised 9/20/1996
revised 6/9/2001
revised 6/15/2007
revised 6/5/2013
revised 6/6/2016
revised 5/4/2018

Article One

Name, Purpose, Location, Fiscal Year of Corporation

1.1 Name. The name of the corporation is The Vermont Council on the Arts, Inc., hereinafter referred to as the "Corporation."

1.2 Mission. The mission of the Corporation is to cultivate and advance the arts and creativity throughout Vermont.

1.3 Location of Office. The Corporation's offices are located at 136 State Street, Montpelier, Vermont, or in such location as the board of trustees may from time-to-time designate.

1.4 Seal. The board of trustees may adopt a corporate seal for the Corporation.

1.5 Powers. The powers of the Corporation, the board of trustees, and all matters concerning the conduct and regulation of the business of the Corporation, are subject to the relevant provisions of the Articles of Association, and of the Vermont Nonprofit Corporation Act.

1.6 Fiscal Year. The fiscal year of the Corporation will be from July 1 through June 30 of each year.

1.7 Bylaw Review. These bylaws shall be reviewed at least every five years.

1.8. Council Policies. These bylaws make reference to official policies, protocols, and processes of the Corporation, which shall be maintained in a central location by the staff.

Article Two

Board of Trustees

2.1 Duties and Responsibilities.

2.1.1 Limits of Power. The board of trustees of the Corporation is empowered to exercise full power in the management and business of the Corporation, limited only by such federal and state statutes as may apply. In the performance of their duties, trustees are expected to reflect the perspective of the Corporation in its entirety.

2.1.2 Duties and Responsibilities. Trustees shall adhere to the Corporation’s Trustee Compact, as adopted by the board of trustees.

2.1.3 Executive Director. In order to carry out the responsibilities of the Corporation, the board of trustees shall select, supervise, support, and annually evaluate the performance of an executive director. The Corporation shall employ such additional persons as may be required. These persons shall be hired by and shall report to the executive director.

2.2 Governance.

2.2.1 Constitution of the board of trustees. The board of trustees shall consist of sixteen (16) to nineteen (19) trustees, which includes one (1) trustee appointed by the governor, serving at the governor’s pleasure. The remaining trustees shall be elected by the board of trustees at the annual meeting. The governor, as ex officio, holds the final seat on the board.

2.2.2 Eligibility. Any person who is a resident of the state of Vermont when standing for election for his or her first term may stand for election as a trustee or may be appointed by the board of trustees to fill a vacant seat.

2.2.3 Trustee Term of Office.

2.2.3.1 Length of Term. Each elected trustee serves a term of office of three (3) years or until his/her successor is elected and qualified.

2.2.3.2 Renewal. Each trustee may stand for reelection for one (1) additional term of three (3) years. A trustee is ineligible to stand for reelection for at least one (1) full year upon completion of two (2) full terms (or six years) as a trustee.  A trustee who has been appointed to an unexpired term may subsequently be elected for two (2) full terms.

2.2.3.3 Staggered Elections. Terms of trustees shall be set so that generally one third (1/3) of the terms will expire each year.

2.2.3.4 Vacancies. When a vacancy on the board exists mid-term, the board may elect a new trustee to fill the unexpired term. These elections will take place at a regular meeting of the board, with the nominee presented at least two weeks in advance of the meeting.

2.2.3.5 Resignation, Removal, and Absences. Resignation from the board must be in writing and received by the secretary. A trustee may be removed from the board for just cause, such as excessive absences, more than two unexcused absences from board meetings in a year, or other reasons by a three-fourths vote of the remaining trustees.

2.3 Trustee Selection Process.

2.3.1 Nominations from the trustees. The Nominating Committee shall recommend a slate of nominees equal to the number of board vacancies open to election at each annual meeting. This recommendation shall be completed and presented to the board of trustees not less than thirty (30) days before the Corporation's annual meeting.

2.3.2 Election. Trustees shall be elected at the annual meeting of the Corporation.

Article Three

Meetings

3.1.1. Meetings, Notice, Quorum. The board shall meet at least quarterly, at an agreed-upon time and place. Board members will be sent written notice of meetings, at least two weeks in advance. A majority of trustees shall constitute a quorum for the transaction of business at any meeting of the board of trustees. Participation by telephone or other digital or electronic media is considered attendance for the purpose of constituting a quorum. Unless specified elsewhere in these bylaws or in the laws of the State of Vermont, a majority vote of trustees at a meeting where a quorum is present shall constitute an act of the board.

3.1.2 Annual Meeting. The board of trustees shall hold an annual meeting for the election of trustees, for the purpose of electing officers, and for transaction of other such business as may come before the meeting, and warned pursuant to the Vermont Open Meetings Law.

3.1.3 Special Meetings. Special meetings may be called upon the request of the chair or upon request of one-third of the members of the board of trustees then serving in office.

3.1.4  Record of Meetings. The Corporation shall create complete and accurate minutes of the board of trustee meetings.

Article Four

Officers

4.1 Description of Duties

4.1.1 Chair. The chair shall preside over all board of trustee and Executive Committee meetings, represent the Corporation to the public, and identify and speak out on issues of concern to the Corporation. The chair shall appoint the chairs of all committees. The chair may serve as an ex officio, voting member of each committee. The chair shall perform whatever duties the board of trustees may from time to time assign.

4.1.2 Vice Chair. The vice chair shall fulfill the duties of chair in his/her absence. When the chair is absent or incapacitated the vice chair shall have the same power and duties as the chair when acting in that capacity; and shall perform whatever duties the board of trustees may from time-to-time assign.

4.1.3 Secretary. The secretary shall have charge of such books, documents and papers as the board of directors may determine; shall keep, or cause to be kept, a true and complete record of the meetings of the board of directors; shall give, or cause to be given, notice of all meetings of the directors. Such books shall be open for inspection as provided by law. The secretary shall, in general, perform all the duties incident to the office of secretary subject to the control of the board of trustees and shall perform other duties as may be prescribed by the board of trustees.

4.1.4 Treasurer. The treasurer shall have custody of all corporate funds, property and securities subject to such regulations as may be imposed by the trustees. The treasurer shall chair the finance committee, assist in the preparation of the budget, and make financial information available to board members and the public; keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the Corporation in a depository or depositories designated by the board of trustees. Corporate funds may be deposited only in banks or institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. The treasurer shall give to the chair or board, whenever they require it, an account of transactions as treasurer and of the financial condition of the Corporation and shall, in general, perform all duties incident to the office of treasurer, subject to the control of the board of trustees.

4.2 Election and Term of Service.

4.2.1 The officers shall be elected by the board of trustees, per a slate of officers prepared by the Governance Committee and presented by the Executive Committee. If the slate is not ratified, the chair will call for nominations from the floor. Based on any new nominations the Governance Committee shall compose a revised slate of officers, and present it to the trustees for a vote.

4.2.2 All officers shall hold office for a term of one (1) year or until their successors are elected and qualified. The chair may not serve more than two (2) successive terms in that office. All other officers may serve no more than three (3) consecutive terms. Each immediate past chair shall be eligible for appointment to an additional one (1) year term as a trustee following the year served as chair, if such year constituted a sixth (6th) year of service on the board.

4.3 Officer Vacancies.

4.3.1 General. If any office becomes vacant during an officer's term, the board of trustees shall elect a successor.

4.3.2 Resignation. An officer may resign by delivering a letter or electronic communication to the Corporation's office addressed to the senior-most officer of the Corporation. Such resignation shall become effective upon receipt unless otherwise stipulated in the text of the resignation.

4.3.3 Removal. An officer may be removed by a majority vote of the board of trustees for just cause (as per section 2.2.3.5 of these bylaws) after notice for such action has been issued and opportunity for fair hearing is given the officer in question.

Article Five

Committees

5.1 Establishment. The board of trustees shall have three (3) standing committees (Executive, Finance, and Governance) and may, by resolution at any meeting of the board, designate additional standing and/or ad hoc committees it deems necessary to fulfill its functions. At the same time an ad hoc committee is established, the board shall designate its purpose and term of service.

5.2 Executive Committee. The Executive Committee shall be comprised of four (4) officers and one (1) at-large trustee elected by the board of trustees. The immediate past president may serve as advisor in a nonvoting role. The Executive Committee shall be chaired by the chair of the board of trustees. The Executive Committee shall: 1) be empowered to act, with the authority of the board of trustees, upon all matters designated by the board; 2) oversee all operational functions of the Corporation between the regularly scheduled meetings of the full board of trustees; 3) annually review the functions (job descriptions) and performance and set the salary of the Executive Director, and oversee staff succession planning; and 4) approve the funding recommendations of grant panels as needed. Complete minutes of the Executive Committee's meetings shall be provided for the full board of trustees prior to the next meeting of the full board.

5.3 Finance Committee. This committee shall monitor and oversee all the Corporation’s monetary and capital assets. In partnership with staff, this committee shall develop, propose, and monitor through monthly financial reports, the Corporation’s annual Budget, reviewing any budget modifications during the fiscal year. This committee oversees the selection of independent auditors to conduct an annual audit of the organization’s finances, meets with the auditors to receive the report, and arranges for the audit report to the board of trustees.

5.4 Governance Committee. The Governance Committee is responsible for ongoing review and recommendations to enhance the quality and future viability of the board of trustees. The work of this committee revolves around the following five major areas: board roles and responsibilities, board composition, board knowledge, board effectiveness, and board leadership.

5.5 Committee Membership and Quorum. The chair, with consent of the board, may from time to time, appoint former trustees, and other constituents as members to committees. At any meeting of a committee a majority of the committee members serving on the committee shall constitute a quorum.

Article Six

Miscellaneous Corporate Matters

6.1 Indemnification. Every person who is or shall be or shall have been a trustee, officer, or employee of the Corporation and his/her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit, or proceeding to which he/she may be made a party by reason of his/her being or having been a trustee, Officer or employee of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he/she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful misconduct in the performance of his/her duty as trustee, officer or employee. Costs and expenses of actions for which this Article provides indemnification shall include, among other things, attorney's fees, damages, and reasonable amount paid in settlement.

6.2 Conflict of Interest. Trustees shall annually sign and be bound by the Conflict of Interest Policy approved by the board.

6.3 Distribution of Assets. Upon the dissolution of the Corporation, the board of trustees shall, after paying (or making provision for payment of) all liabilities of the Corporation, dispose of all of the assets of the Corporation as provided in the Article of Association and applicable law.

6.4 Procedure. Robert's Rules of Order shall be used as a guide to govern all meetings of the Corporation.

Article Seven

Bylaws Review Amendments

7.1 Review. The Governance Committee shall conduct a periodic review of these Bylaws.

7.2 Amendments. Notice of such intended action shall be stated in the notice of the meeting, sent to all trustees, not less than 30 days prior to the meeting. These Bylaws may be altered, amended, or repealed in whole or in part by a two-thirds (2/3) vote of the majority of the board of trustees.