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By-Laws
Of
Arts and Humanities Council of Southwest Louisiana, Inc.

Adopted April 21, 2005

ARTICLE I.

The name of this corporation shall be: Arts and Humanities Council of Southwest Louisiana, Inc.
ARTICLE II.

Mission Statement of
The Arts and Humanities Council of Southwest Louisiana

To actively support local, area and regional efforts to provide
Southwestern Louisiana residents and visitors with a full spectrum of
arts and humanities services, thereby assuring not only the continuation
of our own heritage and cultures, but also the introduction of diverse
art forms and educational endeavors from throughout the world.

ARTICLE III.

MEMBERSHIP

All members shall comply with the requirements for membership as set forth by the Membership Committee and approved by the Board of Directors.  Membership in the Council will be deemed valid only upon payment of dues approved by the Board of Directors.

Active members shall include non-profit corporations, individuals, business corporations and other organizations.  Each member shall have the right to one vote as hereinabove set forth.  Active members shall enjoy membership in the Council for one year from the date of approval of their membership.  Annual dues shall be payable each fiscal year.  (September 1 – August 31)

 

ARTICLE IV.

BOARD OF DIRECTORS, CLASSIFICATION OF MEMBERSHIP AND COMPOSITION OF THE BOARD

  1. Powers

 

This Council shall be administered by a Board of Directors which shall have all corporate powers necessary to transact the business and accomplish the purposes of the Council, to accept funds from any source, to own, buy, sell, mortgage, lease, exchange, manage or other wise control and dispose of the assets of the council, both movable and immovable, and to borrow such sums as deemed advisable, with or without security, on such terms and conditions as it shall see fit.

The Board of Directors shall plan, coordinate, evaluate, and administer the programs of the council.

The Board of Directors shall have the authority to engage such staff as deemed necessary to implement the programs of the Council.

  1. Membership

 

The Board of Directors shall be composed of no fewer than 13 and no more than 23 members representing the five parishes served by the Council.  (Allen, Beauregard, Calcasieu, Cameron and Jefferson Davis parishes)

      1. Terms of Office and Election

 

At each Annual Meeting of the corporation, one-third of the elected Board Members shall be elected for a term of three years and shall take office immediately upon election. 
              
The terms of office for the Board Members shall be three (3) years to begin September 1 and end August 31.

A Board Member who has served two (2) consecutive terms is ineligible for reappointment until he or she has been retired from the Council for a period of one (1) year.

 The term of office for those Board Members appointed to fill     unexpired terms shall run concurrently with the vacancy they are filling.  Board members appointed to unexpired terms of less than 1 ½ years shall be eligible for appointment to two (2) full terms.  Those serving more than 1 ½ years of unexpired terms are eligible for only one (1) full term appointment.

2.    Compensation

Board Members shall serve without compensation, but may be allowed their actual expenses incurred while on the business of the Council, provided authorization therefore has been obtained in advance from the Board of Directors.

3.   Vacancies

Vacancies may be created by written resignation, removal from the area, failure to renew a Council membership or automatically by a Board Member’s absence from three consecutive meetings without reasonable explanation.  The Board of Directors, by a two-thirds vote of those members present and voting, may declare a vacancy in the instance of a Board member’s having been derelict in his duty.

All vacancies on the Board may be filled in the interim between elections by the vote of the Board of Directors upon recommendation of the Nomination Committee.

  1. Meetings

 

      1. Regular Meetings

The Board of Directors shall hold regular monthly meetings on the third Thursday at 5:30PM at Central School Arts and Humanities Center.  Changes may be made at the discretion of the Executive Committee.

      1. Special Meetings

 

Special meetings of the Board of Directors may be called at any time by the President or by the Executive Committee, or by the Secretary upon the request of any seven members of the Board of Directors, provided that at least three days written notice shall have been given to each Board member prior to such meetings.

      1. Notice

 

Written notice of the time and place of the regular Board meetings shall be given to each member of the Board not fewer than three days prior to the meeting.  Each meeting will be in accordance the Open Meeting Act.

      1. Quorum

 

At all meetings of the Board of Directors, seven (7) of the members shall constitute a quorum for the transaction of business.  A majority of those present and voting shall decide all questions, except where a larger vote is required by the By-Laws or Roberts Rules of Order Revised.  When a quorum is not present, the meeting may be adjourned, or it may be postponed or delayed until a quorum is obtained, at the discretion of the presiding officer.

      1. Agenda

 

An agenda of all items to be discussed at the meeting shall be circulated to the Board of Directors prior to all regular or special meetings, along with the notice of the meeting.  The agenda shall include all reports and information needed for Board action upon old and new business.

 

 

  1. Financial Benefit

No individual member of the Board of Directors, nor any members of his immediate family as defined by the Board of Directors, shall benefit financially in any way from any program or operation of the Council, unless a prior authorization has been recommended by the Executive Committee and approved by the Board of Directors.

  1. Voting

 

There shall be no voting at any Board meeting or at any meeting of any committee thereof by proxy or by absentee ballot.  Votes by proxy are allowed only at the annual membership meeting.

ARTICLE V.

OFFICERS

The Officers of the Executive Committee shall be elected by the Board of Directors.

  1. Composition

 

The Executive Committee shall consist of a president, a first vice-president, a second vice president, secretary, and a treasurer.

  1. Election and Term of Office

 

The officers of the Executive Committee shall be elected from the Board of Directors at the next Regular Board Meeting following the Annual Meeting.  They shall serve for one year and take office immediately upon election.  No officer may serve more than two successive full terms in any one office.

  1. Duties

 

    1. President

The President shall preside at all meetings of the Council, the Board of Directors and the Executive Committee.  Subject to the approval of the Executive Committee, the President shall appoint all committees and designate their Chairman.  He shall serve Ex Officio as a member of all committees.  He shall have general and active management of the business of the Council and shall exercise general supervision over all its affairs.  Together with the Treasurer, the President shall sign all of the contracts and leases approved by the Board of Directors.  The President shall see that all orders and resolutions of the Board of Directors are executed.  He shall present and distribute at the Annual Meeting written report of the progress, activities, and financial status of the Council for the past year.

 

    1. First Vice President

 

The First Vice-President shall preside at all meetings in the absence of the President.  He also shall have all of the powers and perform all of the duties of the President in his absence or in the event of his inability to perform.  He shall have a major committee responsibility and assume such other duties as the President may from time to time assign to him.  He shall succeed to the presidency if a vacancy should occur in that office.  He shall succeed the President at the end of the President’s term of service, barring unforeseen changes or a challenge from the nominating committee or the membership.

    1. Second Vice-President

 

The Second Vice-President shall be responsible for fundraising and shall assume such other duties as the President may assign.  He shall succeed from the Second Vice-President to the first, should a vacancy occur, but not to the presidency.  He shall succeed the First Vice President at the end of the First Vice President’s term of service, barring unforeseen changes or a challenge from the nominating committee or the membership.

    1. Secretary

 

The Secretary shall keep full minutes of all meetings of the Council, the Board of Directors, and of the Executive Committee, including the record of attendance.  The Secretary shall be responsible for maintaining a complete file of all important records, including a complete list of names and addresses of members of the Council.  The Secretary is responsible for ensuring that the proper notices of all meetings have been sent to the Board of Directors, and of the Executive Committee, to the respective members thereof.  He is also responsible for the correspondence of the Council, the Board of Directors, and of the Executive Committee.

    1. Treasurer

 

The Treasurer shall have charge of the funds of the Council and shall secure their deposit in such banks, vaults, and other companies, as shall be designated by the Board of Directors.  All bills of the council shall be paid by check signed by the President, the First Vice-President, Treasurer or Executive Director, except checks in amounts over $500.00 which shall be signed by any two of the four.  The Board of Directors, by resolution may make exceptions for special fund or project accounts.  He shall present a report of his accounts to the Board of directors at its regular meetings.  This report shall be in a form approved by the Board and shall present a clear statement of the assets and liabilities, receipts, and disbursement and bills outstanding.

The Treasurer shall be responsible for the operation of approved methods of accounting.  Immediately following the close of the fiscal year, the Treasurer shall submit the books for audit to a qualified auditor approved by the Board.  The Treasurer shall submit a complete financial report to the Council at the Annual Meeting.

The Treasurer shall serve as Chairman of the Finance Committee.  He shall sign with the President all contracts and leases approved by the Board of Directors.

 

  1. Vacancies

In the case of vacancies other than the presidency which shall be filed by the First Vice-President and the Vice-Presidents which are filed by upward mobility as set forth hereinabove, the vacant offices shall be filled by the vote of the Board of Directors, upon the recommendation of the Nominating Committee.

 

ARTICLE VI.

EXECUTIVE COMMITTEE

  1. Composition and Powers

 

    1. The Executive Committee shall be composed of the officers of the Board of Directors.
    2. The Executive committee shall exercise and enjoy all the powers and authority of the Board of Directors during the interim between board meetings.  Any action taken by the Executive committee shall be presented to the Board at the next Board meeting for its review and/or approval.

 

  1. Meetings

The Executive Committee shall meet upon the call of the President or of any three of the members of the Committee, provided that proper notice shall have been given of the meeting.

  1. Notice

 

Written notice of the time and place for the meeting shall be sent to each member of the Executive Committee at least three days prior to the meeting, except in the case of emergency meetings which may be called by the President within his discretion.

  1. Quorum

 

The majority of its members shall constitute a quorum of the Executive committee.

ARTICLE VII.

COMMITTEES

In addition to the Executive committee there shall be other committees appointed by the President with the
Approval of the Executive Committee, such as are necessary to accomplish the work of the Council.

 

  1. Standing Committees

The Committees listed below shall be chaired by members of the Board of Directors.  The chairmen shall be appointed by the President, and shall take office upon appointment and serve for one year.  The President, in consultation with the Chairman, and approval of the Executive Committee, will appoint committee members.  The Board of Directors may establish such other Standing Committees from time to time as it deems advisable to accomplish the work of the Council.

    1. Finance Committee

 

There shall be a Finance Committee which shall prepare each year a budget for the expenditure of funds by the Council and shall submit it to the Board of Directors for its approval.  It shall recommend to the Board of Directors the fund-raising goal and a financial plan for the succeeding year.  The Treasurer will serve as the Chairman of this committee.

    1. Fund Raising Committee

 

The Fund Raising Committee shall be responsible for all matters relating to the procuring of resources and funds in the amount necessary each year for the operation of the Council and the financing of its projects.  It shall coordinate special events designed to procure funds for the Council’s programs.  The Second Vice-President will serve as the Chairman of this committee.

    1. Membership Committee

 

The Membership Committee shall be responsible for establishing the standards and criteria for all prospective members of the Council, subject to the approval of the Board of Directors.  The Membership Committee shall coordinate volunteer efforts and encourage membership through establishing the Council’s offerings to the public, subject to the approval of the Board of Directors.

  1. Elective Committees

 

    1. Nominating

 

The Nominating Committee shall be composed of five members from the Board of Directors with the immediate past President serving as Ex-Officio member.  The Nominating committee shall be elected at the Annual Meeting of the council.  Nominations may be made from the floor with prior consent of the nominees.  The term of service shall be one year, with eligibility for serving a successive service year.  The names of the persons nominated for the succeeding Nominating Committee shall be included in the call for the Annual Meeting.  The Nominating Committee shall be responsible for preparing that slates for the election of the Officers, the members of the board of Directors and the succeeding Nominating Committee.

  1. Task Forces

 

The President shall have the authority, with the approval of the Executive Committee, to appoint such special Task Forces and their chairmen from time to time as may be necessary to implement the work of the council.  Special Task Forces shall have the powers, duties, functions, and terms of existence as shall be prescribed by the President with the approval of the Executive Committee.

  1. Ratification

 

All acts of Standing Committees and Task Forces shall be subject to ratification by the Board of Directors at the next scheduled meeting of that body.

  1. Quorum

 

A simple majority of any committee shall constitute a quorum of that committee.  Any act of the majority of a committee at which a quorum is present shall constitute an act of that committee.

  1. Notice

 

Each member of any committee shall be notified of the time, date, and place of each meeting three (3) days prior to the meeting.


ARTICLE VIII.

STAFF

There shall be an Executive Director and a staff to administer and manage the affairs of the council under the authority of the Board of Directors.

 

  1. Executive Director

The Executive Director shall be selected by the Board of Directors and shall serve at the pleasure of the Board.  He shall be responsible directly to the Board of Directors.  He shall have the ultimate responsibility for administering the affairs of the council, and for this purpose his authority shall include, but not necessarily be limited to the following:

    1. Providing administrative direction to the Council.
    2. Administering the financial affairs of the Council.
    3. Administering the personnel affairs of the Council, including the authority to employ and release all other staff persons besides himself, in accordance with any rules and procedures which may be adopted by the Board of Directors.
    4. Administering the legal affairs of the Council
    5. Administering all programs and projects operated by the Council, and providing counsel and assistance, as required to all programs and projects operated by the Council.
    6. Attending and participating in discussion in all meetings of the Board of Directors and of the Executive Committee except where matters of his own employment are concerned.
    7. Attending and participating in all committee and task force meetings, as deemed advisable.

 

  1. Staff

Additional staff shall be employed by the Executive Director as shall be determined necessary by the Board of Directors.  They shall be assigned such duties as the Executive Director may determine, and shall serve at his pleasure, provided that any rules and procedures adopted by the Board and relating to their position are adhered to.

  1. Employment Practice

 

No member of an immediate family of any member of the Board of Directors, as defined by the Board shall be employed for pay by the Council.

ARTICLE IX.

OPERATION

  1. Board and Staff Responsibility

 

While the responsibility for conduct of the affairs of the Council rests with the Board of Directors, the Staff of the Council shall be charged with the initial responsibility for the development and presentation of proposed operations to the Board of Directors.

The Board of Directors shall have the authority to determine major personnel, fiscal and program policies.  The Staff shall have the responsibility to implement these policies adopted by the Board.

  1. Project Proposals

 

All project proposals, whether originating from the membership of the council, from its committees or from outside sources, shall first be submitted to the Staff of the Council, who shall in turn submit them to the proper committee, as deemed advisable.  Final authority for approval of all projects rests with the Board of Directors, which is also charged with the responsibility for compliance with all conditions attached to program grants.

ARTICLE X.
ANNUAL MEETING
In accordance with our Fiscal Year, the Annual Meeting of the Council shall be held in September of each year at a time, date, and place to be specified by the Board of Directors.

  1. Composition

 

The Annual Meeting of the Council shall be attended by members of the Council, each of whom shall have one vote.  The Annual Meeting shall be open to the public.

  1. Notice

 

Notice of the Annual Meeting shall be given in writing to all of the members of the Council, and published in the newspaper at least fifteen days prior to the Annual Meeting.  The notice shall contain the date, time, and place of the meeting.  The agenda shall include annual reports from the President and the Treasurer, and the election of new Board Members and a new Nominating Committee.

  1. Quorum

 

Twenty percent of the active members shall constitute a quorum for the transaction of business at the Annual Meeting.

  1. Other Meetings

 

Additional meetings of the Council may be held on the call of the President or any ten members of the Council stating in writing their desire for a meeting and reasons for it, provided that written notice shall have been given to the entire membership of the Council at least fifteen days prior to the meeting, together with an agenda for the meeting.  No other business shall be transacted at these meetings except that listed on the agenda, except within the discretion of the President.


ARTICLE XI.

PARLIAMENTARY AUTHORITY
The Parliamentary Authority of the Council shall be Robert’s Rules of Order Revised, which shall govern in the silence of the Articles of Incorporation and the By-Laws.

ARTICLE XII.

AMENDMENTS

The By-Laws may be amended at any meeting of the Board of Directors by two-thirds vote of the Directors present and voting, provided that the members of the Board of Directors have been notified in writing of the proposed amendments at least ten days prior to the meeting.

      ARTICLE XIII.

DISSOLUTION

Dissolution of this Council shall be in compliance with the provision of the Articles of Incorporation.

ARTICLE XIV.

FISCAL YEAR

The Fiscal Year of this Council shall be September 1 through August 31.


ARTICLE XV.

Privacy Policy

The Arts and Humanities Council of Southwest Louisiana
adopted this Privacy Policy to inform users of the artsandhumanitiesswla.org Internet site how the site collects, stores, and uses personal information submitted via the site.

1. Collection of Information
Certain applications on The Arts and Humanities Council of SWLA Website may require users to register or to provide personal information in order to become members of the Council. Such personal information is not sold to third parties. Members also have the option of choosing not to be listed in our publications.  That option is clearly stated on the membership application.

2. Mailing Lists
If you provide your e-mail or mailing address, The Arts and Humanities Council of SWLA may periodically contact you with special offers, updated information, and new services. Any e-mails sent to you by the Arts Council of SWLA offer you the option to be removed from the e-mail mailing list.

Selected applications on our web site allow visitors to subscribe to our newsletter by providing their names and addresses to The Arts and Humanities Council of SWLA. If you provide The Arts and Humanities Council of SWLA with your mailing address or telephone number, The Arts and Humanities Council of SWLA in addition to providing you with the ArtScene newsletter, may also use this information to alert you to updated information, new services or events. If you wish to be removed from the mailing list, you may do so by contacting The Arts and Humanities Council of SWLA directly. (See the 'Contact Us' section below).

3. Information to third parties
The Arts and Humanities Council of SWLA will never sell your information to other companies. Occasionally other arts organizations may request use of our mailing list to promote a specific one-time event or information. You may choose to opt out of the list for these purposes, and to do so, contact The Arts and Humanities Council of SWLA directly.

4. Financial information
The Arts and Humanities Council of SWLA will not collect any financial information by way of artsandhumanitiesswla.org.  If required, a member of the council staff will contact you by phone and collect any financial information necessary (i.e. credit card number, & expiration date) to complete your transaction. This information will be used solely for purposes of completing that transaction, not shared or sold to third parties and not used for marketing purposes.

5. Links
Our site includes links to other Websites. We do not control the privacy policies of the destination sites. Once you leave our servers (you can check where you are by checking the URL in the location bar on your browser), use of any information you provide is governed by the privacy policy of the operator of the site you are visiting. That policy may differ from ours. If you can't find the privacy policy of any of these sites via a link from the site's homepage, you should contact the manager of that site for more information. The Arts and Humanities Council of SWLA is not responsible for the privacy practices or the content of Websites other than artsandhumanitiesswla.org.

6. Children
We do not solicit personal information from children. Sites specifically geared toward children will not request any personal or contact information.

7. Contact Us/How to update your personal information
You can help The Arts and Humanities Council of SWLA maintain the accuracy of your personal information by notifying us when you change your address, title, phone number, or e-mail address. Contact us via the information on the artsandhumanitiesswla.org contacts page if you wish to update your information or if you no longer wish to receive communications from The Arts and Humanities Council of SWLA or selected arts organizations in the community. You can also write to us at The Arts and Humanities Council of SWLA, P.O. Box 1437, Lake Charles, LA 70602..

Please include both your old and new contact information so that we can make the appropriate corrections. The Arts and Humanities Council of SWLA would like to receive your comments or questions about this privacy policy. Please address comments or questions regarding The Arts and Humanities Council of SWLA privacy practices to us at the address listed above. The Arts and Humanities Council of SWLA may occasionally update this policy. Notice of revisions will be posted here.