Constitution and By-Laws of Friends Of The Arts
Adopted May 1997
FOTA has a 501(c)(3), not-for-profit, status
We believe society's need for broad, informed civic participation demands a high-quality, self-renewing system of art awareness for all. In order to sustain a productive and diverse Chicago area as well as an international community of artists to meet that need, Friends Of The Arts has organized and adopted this Constitution.
Article I - Name
The name of this organization shall be Friends Of The Arts.
Article II - Purpose
The purpose of the Organization shall be the continued improvement of communication between emerging artists for the success of arts awareness. Objectives and activities of the organization shall be dedicated to improving the networking between members of the arts community, art education of society as a whole and the orchestrating of art exhibits to help promote the arts. This is a statement of both purpose and powers and neither restricts nor limits the general powers of this Organization.
Article III - Membership
There shall be two membership categories: active and institutional. Note: This will not eliminate student and life membership, or the possibility of additional types of active memberships in the future.
Any person who wishes to support the purpose of the Organization and to share in its work shall be eligible for membership and may become an active member by meeting the qualifications and paying the annual dues as provided in the By-Laws. An active member shall be entitled to vote, to hold offices for which eligible, to participate in affairs of the Organization, and to receive publications as provided for the dues paid.
An organization may become an institutional member on payment of the annual dues as provided by the By-Laws. Such institutional members shall be entitled to receive the publications as provided for the dues paid.
Article IV - Officers
The officers of the Organization shall be President (who shall be the retiring President-Elect), an Immediate Past President (who shall be retiring President), a President-Elect, and an Executive Director.
The President, Immediate Past President, and President-Elect shall serve for a single term of one year in each position.
The President shall chair the Board of Directors.
The Executive Director shall be appointed by the Board of Directors and shall hold the office at the pleasure of the Board of Directors. The Executive Director shall be the executive officer and shall act as Treasure of the Organization. As administrative officer, the Executive Director shall (1) prepare the annual financial report and the annual budget; (2) prepare and maintain an up-to-date policy statement handbook; and (3) make contracts. The Executive Director shall serve without voting power as the Secretary of the Board of Directors and shall perform such other duties as many be designated by the Board of Directors.
Article V - Board of Directors
The Board of Directors shall (1) establish processes to solicit ideas for policies from affiliates and individual members; (2) formulate and approve policies of the Organization: (3) adopt the annual budget: (4) have power to fill vacancies in office until the next election; (5) employ an Executive Director; (6) establish working groups to ensure fulfillment of the purpose of the Organization; (7) act on applications for affiliations; (8) be custodian of property of the Organization; (9) have the sole authority to determine what is sent to the Organization members for consideration for Constitutional changes; and (10) solicit information from various membership groups and then establish positions on critical issues.
The Board of Directors shall consist of members of the Organization who are in good standing. They should proportionally represent the members at large of the Organization and serve a term of one year.
Article VI - Amendments to the Constitution
This Constitution may be amended by a mail vote of two-thirds of the active members who reply, provided that notice of the proposed amendment has been circulated to the membership in one of the publications of the Organization at least three months prior to the voting. Amendments may be proposed by the Board of Directors.
Article VII - Assets on Liquidation
No part of the net income, revenue, and grants of the Organization shall inure to any member, officer, or any private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of the Organization's purposes) and no member, officer, or any private individual shall be entitled to share in the distribution of any part of the assets of the Organization, on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Organization, after payment of debts and obligations, shall be transferred to an organization with federal tax exemptions for charitable and arts education related uses and purpose similar to those of this Organization.
Article I - Membership
The types of memberships in the Organization and the annual fees shall be determined by the Board of Directors upon recommendation of the Executive Director. Publications of the Organization will be distributed in accordance with the policy on memberships as determined by the Board of Directors.
The period of membership of each person who joins the Organization and pays the annual dues shall be twelve calendar months, counting from the first day of the month in which the person's membership is processed.
Article II - Fiscal Year
The fiscal year shall begin on April 1 of any given year and continue through March 31 of the succeeding year.
Article III - Meetings
The Organization shall schedule an annual meeting and other art exhibitions essential to the Organization. At each annual meeting there shall be a business portion. As this meeting there will be reports, opportunity to hear expression of concerns by individuals or groups, and the transaction of any other business that the Board of Directors or the President wishes to refer to the memberships in attendance.
Article IV - Elections
All persons elected or appointed to the Board of Directors shall have held membership in the Organization at least one year prior to their election or appointment. Exception will be for year one.
The President-Elect, and members at large of the Board of Directors shall be elected by active members as follows: (1) a nominating committee of at least three members appointed by the Board of Directors shall submit a ballot containing nominees for each office to be filled, with such nominees to be selected from the current membership; (2) ballots shall be mailed to the active members of the Organization by May 1 with instructions to return no later than July 15; (3) ballots shall be counted by a Board of Tellers; and (4) nominees receiving the highest number of votes shall be declared elected.
The terms of the elected officers and members of the Board of Directors elected by the active membership shall begin immediately following the annual meeting of the Organization.
Article V - Quorum
Fifty percent of the embers of the Organization shall constitute a quorum for the official business meeting. Fifty percent of the members of the Board of Directors shall constitute a quorum of that body.
Article VI - Affiliates
The Organization shall establish and maintain liaison with non-affiliated art groups whose purposes are consistent with those of the Organization.
Article VII - Expenditures
The funds of the Organization shall be disbursed in accordance with the annual budgets as approved by the Board of Directors. The transfer of funds within the budget shall be at the discretion of the Board of Directors and reported in writing no later than the following annual meeting. The Executive Director, in cooperation with the President, shall receive and disburse the funds of the Organization and make an annual accounting to the Board of Directors.
Article VIII - Parliamentary Procedures
Robert's Rules of Order, Revised shall be the authority governing all matters of procedure not otherwise specified in the Constitution or By-Laws.
Article IX - By-Laws
By-Laws may be amended (1) at the annual business meeting by a majority vote of the members present, or (2) by a mail vote of two-thirds of the active members who reply, provided, in either case, that notice has been given three months in advance of the voting.