RABBIT RUN COMMUNITY ARTS ASSOCIATION
PROPOSED BY-LAWS AS PRESENTED BY BOARD OF DIRECTORS
Draft to be adopted October 2020
The mission of the Rabbit Run Community Arts Association is to provide to people of all ages in northeast Ohio the opportunity to participate in quality and affordable programs, education, and presentations in the visual and performing arts.
Rabbit Run Community Arts Association ignites a passion and appreciation for the arts through the highest quality performances and educational experiences.
Rabbit Run Community Arts Association respects our students and patrons by providing diverse and high quality arts experiences.
Transforming and enriching lives through the arts.
The name of this organization shall be the Rabbit Run Community Arts Association, hereafter called RRCAA.
The purpose of this non-stock, non-profit corporation incorporated in the State of Ohio under Chapter 1702 shall be:
Section A. To establish a center for artistic and cultural growth; provide educational opportunities and encourage participation in the arts by members of the community.
Section B. To provide an opportunity for members of the community to learn and participate in the arts disciplines regardless of sex, age, race, ethnicity, and national origin, range of abilities, sexual orientation, gender identity, financial means, education, creed and political perspective.
Section C. To provide an opportunity for local and regional artists to be seen and heard.
Section D. To maintain facilities for arts education and presentation in the visual and performing arts.
Section E. To promote co-operation and collaboration with organizations having similar aims.
Section F. To do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of
Section A. Membership will be open to all. No one shall be excluded on the basis of sex, age, race, ethnicity, and national origin, range of abilities, sexual orientation, gender identity, financial means, education, creed and political perspective.
Section B. Membership dues will be determined by the Board of Directors and will be payable annually for each subsequent year.
Section C. Members will have the right to vote at the annual membership meeting.
Section D. An Annual Membership Meeting shall be held each October.
Section E. A special membership meeting may be called by the President of the Board of Directors or by the written request of ten (10) non-Director members.
Section F. No individual member is authorized to act on behalf of the Board of Directors without prior approval. Any such approval must be recorded in the official minutes of a Board of Directors meeting and the minutes thereafter approved by the Board of Directors.
Board of Directors
Section A. Purpose
- In accordance with its Articles of Incorporation the property of the Corporation shall be held and controlled and its affairs managed by the Board of Directors to be elected by the membership of the RRCAA at the annual membership meeting.
- The Board of Directors is responsible for upholding all facets of the contractual and licensing agreements of RRCAA productions.
- The Board of Directors is responsible for the fiscal health and success of the association. This includes, but is not limited to, the final approval of the budget and appropriation of funds, planning for the association’s financial needs and identifying or developing funding opportunities.
- The Board of Directors works with the Executive Director to develop and approve a long range Strategic Plan for the association.
Section B. Terms of Service
- Up to fifteen (15) but no fewer than twelve (12) at large directors will be elected from the slate presented by the Board Development committee.
- The term of office for Directors will be three (3) years set to expire on a rotating basis.
- Each Director shall maintain a voting membership in the association and fulfill the duties of a Director as defined in the RRCAA Board Member Job Description.
- Resignation from the Board of Directors during an elected term must be in written form and presented to the Board President or Executive Director.
- A Director may be removed at any time by eleven of fifteen (or a similar proportion of current Board members) votes of the full Board of Directors.
- The Board of Directors will elect a new Director to fill any vacancy created by resignation, removal or death. A Director elected in this manner will complete the term of the Director he/she is replacing.
- Should the membership of RRCAA not vote in a full 15-member slate of Board of Directors members at the annual meeting, a new Director(s) may be appointed by the current Board to fill any vacant position(s).
- By a majority vote of the Board of Directors, Honorary Directors may be appointed to serve in an advisory capacity to the Executive Committee or other Committee for a term of up to three (3) years with the option to be reappointed by majority vote of the Board of Directors. Honorary Directors shall be non-voting members of the Board.
- No individual Director, other than an officer acting within the scope of authority of his/her office, is authorized to act on behalf of the Board of Directors without prior approval. Any such approval must be recorded in the official minutes of a Board of Directors meeting and the minutes thereafter approved by the Board of Directors. Only the Executive director and/or the Board President are authorized to sign contractual agreements.
Section C. Organization of Board
- Election of Officers
A. The Board of Directors will elect the Executive Committee (officers) from the Board of Directors members at the next Board meeting after the Annual meeting. Officers will be elected to serve a term of one (1)
year: President, Vice-President, Secretary and Treasurer, with new officers assuming their duties at the following regularly scheduled Board meeting.
B. Resignation of an officer from the Executive Committee during an elected term must be in written form and presented to the Board President or Executive Director.
C. The Board of Directors will elect a new officer to fill any vacancy created by resignation or death.
D. An officer may be removed at any time by eleven of fifteen (or a similar proportion of current Board
members) votes of the full Board of Directors.
- Meetings of the Board of Directors
A. Regular meetings of the Board of Directors shall be held at least six (6) times a year and are open to the general membership and the public. Special Board meetings may be called by the President with 3 days’ notice stating the purpose of the meeting. A special meeting may be called by 3 or more Board members with 3 days’ notice stating the purpose of the meeting.
B. A quorum of fifty percent plus one member, but no greater than eight (8) of the Board of Directors, must be present to conduct official business.
C. The Board of Directors may meet in closed session to discuss confidential issues.
- Duties of the Board of Directors
A. The Board of Directors will hire an Executive Director, and approve plans for staffing, compensation and
benefit packages for employees of the association.
B. The Board of Directors shall conduct an annual evaluation of the Executive Director, an annual review of
progress towards the Strategic Plan and an annual Board self-evaluation.
C. The Board of Directors shall approve an annual budget and plan for revenues to meet the operating needs
of the organization.
D. The Board of Directors will participate in regular strategic planning for the organization.
The Executive Director
Section A. The Board of Directors will hire and fix the compensation for an Executive Director who will be chief executive and administrative officer of the association.
Section B. The Executive Director will have full charge of and responsibility for the administration and operations of the association in accordance with the objectives, policies and budgets adopted by the Board of Directors and under the direction and review of the Board of Directors.
Section A The Standing Committees of the organization are Executive, Finance, Volunteers, Development, Facilities and Board Development.
Section B. All recommendations of the committees shall be subject to the approval of the Board of Directors.
Section C. The Executive Committee (consisting of Current Officers of the organization and one Director at Large, selected annually by the Officers) shall exercise control and regulation of the organization when Board action is necessary and the Board of Directors cannot be called into session in a timely manner.
Section D. Additional Ad Hoc committees may be designated and appointed at the discretion of the President.
The Board of Directors will require a regular audit of the organization’s financial accounts by a certified public accountant. In no event shall the regular audit happen less frequently than once every three (3) fiscal years. The fiscal year of the RRCAA shall be from October 1 to September 30. The accountant may also be instructed to prepare an annual tax return.
The Board of Directors may adopt standing rules to govern the operation of the organization, provided they are not contrary to the By-laws, at any regular meeting, by a simple majority. These rules will stand until amended or rescinded by a two-thirds majority of the votes cast. Any standing rule may be suspended for a specific period of time by the Board by a majority of the votes cast at any regular meeting without notice.
These By-Laws may be amended at any membership meeting by a two-thirds majority of the votes cast of those present and voting.