The purpose of the PVAC is to increase awareness of and access to the arts for the residents of Pauls Valley, Garvin County and the surrounding area, and emphasizing the cultural and historical heritage of Pauls Valley, Garvin County and Oklahoma The name of this organization shall be “Pauls Valley Arts Council” (hereinafter referred to as PVAC). The physical address is 220 West Paul, Pauls Valley
, OK 73075. The mailing address is Post Office Box 52, Pauls Valley, OK 73075. The fiscal year for PVAC shall end on the 31st day of December of each year. This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The purpose of the PVAC is to increase awareness of and access to the Arts (visual and performing) for the residents of Pauls Valley and the surrounding Garvin County area. This purpose shall be accomplished by encouraging cultural enrichment in the greater community, working with individual artists, art students within the local educational systems, organizations, businesses and other groups to provide, support and promote arts activities. ARTICLE III: MEMBERSHIP
Section 1. Members. Any person, association, corporation, business, organization or estate may become a member of PVAC upon payment of the annual dues as specified in the Section titled Membership Dues. Membership Dues. Annual dues shall be paid annually on or about the fiscal year end by the members of PVAC to assure funding for PVAC projects and events. The Treasurer shall notify members of dues at that time. The level of membership dues are as follows:
a) Member $25.00
b) Student $20.00
c) Business $100.00
d) Patron. $500.00
e) Lifetime. $1,000.00
Section 3. Membership Drive. The PVAC will conduct a membership drive on a yearly basis to raise funds for ongoing and future projects of PVAC. Section 4. Any business (i.e., firm, association or corporation) or estate holding a membership shall have the right any time to change any or all of its representatives upon written notice to the Secretary. ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers and Responsibilities. PVAC shall be governed by the Board of Directors, which shall have all of the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the State of Oklahoma. The Board of Directors shall establish policies and directives governing the business and programs of PVAC. Numbers. The Board of Directors shall consist of a minimum of three (3) but not more than ten (10). The Board shall consist of four (4) Officers and the remaining positions be filled with members who are in good standing within the organization. Terms. All Board members will be a lifetime appointment when elected to the Board of Directors. Any member of the Board of Directors who fails to fulfill any of his or her requirements (such as attending a majority of meetings held within a year) shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Board Member in writing that his or her seat has been declared vacant by a majority vote of the remaining Board members. Resignation. Any member of the Board of Directors shall have the right to resign at any time by delivery of a resignation letter to the President and/or the Secretary. Unless otherwise specified in the resignation letter, the resignation shall take effect upon receipt thereof, and acceptance of such resignation shall not be necessary to make it effective. Section 5. Vacancies. Vacancies in the Board of Directors shall be filled by a vote of the remaining members of the Board of Directors. In the event the office of the President is vacated, the Vice-President shall preside and assume the duties of the President until such time that the vacancy is filled by a vote of the remaining Board members. A Board member elected to fill an office vacancy shall be elected for the unexpired term of his or her predecessor in office. Section 6. Removal. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmation vote or a majority of then-serving Board members. Section 7. Committees. The Board of Directors may provide for specialty committees as the Board deems desirable and may delegate to such committees duties and powers from time to time as the Board shall deem necessary and desirable. Section 8. No Officer, Board member or any other member of PVAC has any authority to make any agreement or contract attempting to bind PVAC except as authorized by the Board of Directors. ARTICLE V: OFFICERS
Section 1. The Officers shall be the government of the PVAC. The direction of its work shall be vested to it. The Board of Directors shall elect a President, Vice-President, Secretary and Treasurer from among the board members serving on the board. Officers are to be elected for a term of two (2) years, with the privilege of unlimited re-election. The Officers may adopt rules for conducting business of the PVAC. They shall be required to inform the membership of their work at all membership meetings. They shall submit the finances of the organization at all membership meetings. They shall approve the appointment of any advisors (i.e., legal, financial, technical, etc.) and review such appointments annually. Any Officer that has two (2) unexcused absences at the PVAC Board of Directors meetings within one fiscal calendar year shall be considered resigned without further action. ARTICLE VI: DUTIES OF OFFICERS
Section 1. President. The President is the principal executive officer and shall preside at all meetings. The President shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of PVAC. He/She shall be an ex-officio member of all committees. He/She shall be the delegate of PVAC to any activity PVAC shall deem proper, or He/She may appoint a delegate. c. He/She shall serve as the chief negotiating officer for contracts and community liaisons. d. He/She shall have, in addition to the Treasurer, signatory powers over PVAC’s checking accounts. Vice-President. The Vice President shall, in the absence or disability of the President, assume the President’s duties. He/She shall be responsible for carrying out the policies of the Board. He/She shall maintain a current copy of any contracts for the PVAC. Secretary. The Secretary shall conduct the official correspondence of PVAC and maintain an accurate record of the proceedings whether regular or special of PVAC. He/She shall be present at all meetings of PVAC and shall take and keep full minutes thereof. He/She shall give notice of all meetings as herein provided. He/She shall provide a copy of the previous meeting minutes to the Board of Directors all occurring meetings. He/She shall maintain a current copy of the membership list. e. He/She shall be responsible for maintaining all electronic and/or physical collection of committee reports and other information pertaining to PVAC activities. Treasurer. The Treasurer is the financial officer of PVAC and shall keep all the books, ledgers, bills, accounts and other financial papers and records incident to the office. He/She shall in accordance with the Officers be responsible for all accounts PVAC
b. He/She shall keep full and accurate accounts of the receipts and disbursements for PVAC. He/She shall deposit all monies in the name and to the credit of PVAC and shall disburse the funds of PVAC as may be ordered by the Board of Directors. Said disbursements by the Treasurer shall be by check executed in the Treasurer’s name. He/She shall render to the Board of Directors at regular meetings an account of all transactions as Treasurer and of the financial position of PVAC. ARTICLE VII: MEETINGS
Section 1. Meetings. The meeting of PVAC whether membership or board meeting will be held at a date and time to be determined by a majority vote of the Board of Directors at the beginning of each fiscal year. Concurrent Meetings. The Board of Directors and Membership meeting shall be held concurrently on a monthly basis. These meetings are open to all membership and other interested persons. Voting. At all meetings a quorum of the Board of Directors must be present for voting purposes. A quorum shall consist of half of the sitting Board members plus one (1). Under special circumstances the President may allow for proxy votes during a Board of Directors meeting. The President will inform the Board at least a week in advance that proxy votes will be accepted regarding a particular issue. Each proxy vote must be in writing and given to an attending Board member. Special Meetings. A Special Board of Directors meeting may be called by the President or a majority of the Board of Directors. All regulations regarding a quorum and proxy votes outlined in Concurrent Meetings shall apply to any Special Meetings that may be called. Executive Meetings. An Executive meeting may be called by the President. An executive meeting will consist of the current officers only. Notice of any non-regular or additional meetings involving the general membership shall be given to each member by written notification to the post office address or email address maintained by the Vice President and Secretary at least five days in advance of the day of the meeting. The notice of the meeting shall briefly state the purpose of the meeting. ARTICLE VIII: ELECTIONS
Section 1. The meeting for the election of Officers shall held at the end of the fiscal year on a bi-annual basis. Newly elected Officers will begin their term at the beginning of the new fiscal year. A Nominating Committee shall be appointed by the President on a bi-annual basis. The Nominating Committee shall consist of three (3) Board Members. Board Members. In the event there is a vacant seat on the Board, the Nomination Committee will make recommendations at the Board of Directors Meeting. New Board members shall be approved by a majority vote of Board members that constitute a quorum. Officers. The Nomination Committee will make recommendations for all offices thirty (30) days in advance of the official vote. New officers shall be approved by a majority vote of Board members that constitute a quorum. ARTICLE IX: COMMITTEES
Section 1. Committee Chair. The President shall within thirty (30) days of His/Her installation and with the approval of the Board of Directors, appoint the Chairs of Standing Committees. The Chairs of these Committees will be filled by a seated Board of Director. Term. Each Chair will be appointed for a term of two (2) years. The Chair of a Standing Committee shall have the right to resign at any time by delivery of a resignation letter to the President. Unless otherwise specified in the resignation letter, the resignation shall take effect beginning with the next scheduled meeting of the Board of Directors. Any resignation from a Chair position will be an automatic resignation from the Board of Directors unless due to special circumstances the President and remaining Board Members determine that the resigning Chair may continue on the Board of Directors. A Standing Committee Chair may be removed with cause at any duly constituted meeting of the Board by a majority vote of the then serving Board members. The removal of a Standing Committee Chair will be an automatic removal from the Board of Directors unless due to special circumstances the President and remaining Board members determine that the removed Chair may continue on the Board of Directors. A Standing Committee Chair vacancy shall be filled by appointment from the President and with the approval of the Board of Directors. A Board Member appointed to fill a Chair vacancy shall be appointed for the unexpired term of his or her predecessor. Duties. The Officers shall authorize and define the powers of all Committees. Standing Committees. The Standing Committees shall consist of:
a. Promotion and Marketing. This committee will be responsible for: 1) promotions of PVAC events, projects and activities; 2) marketing PVAC to the general public; 3) PVAC fund raising through membership/donation drives, grant application and merchandise. Theater. This committee will be responsible for planning and producing at least two (2) live theatrical productions during the course of the calendar year, theater workshops and other projects related to the theatrical arts. Performing Arts (Music and Dance). This committee will be responsible for planning musical and dance events and projects, workshops and will work with the Theater Committee when musical and dance talent is needed for a theatrical production. Technical and Visual Arts. This committee will be responsible for planning art shows (with the exception of the 5th Friday Art Walk) exhibits, workshops and other projects related to the technical and visual art fields. At least one (1) Art show and one (1) Art exhibit will be planned during the calendar year by this committee. Artist/Entertainment. This committee will be responsible for keeping a database for: 1) Artists/Performers who have exhibited/performed for PVAC; 2) Artists/Performers who are willing to exhibit/perform for PVAC. This committee will work with the Performing Arts and the Technical/Visual Arts committees with providing Artists and Performers as needed for any event that has been planned. f. Street/Building Decorations. This committee will be responsible for all decorations for the streets of Pauls Valley and the Arts building for any event pertaining to PVAC. g. Food. This committee will be responsible for maintaining a database for all street vendors who: 1) have provided food products for PVAC; 2) are willing to provide food products for PVAC. This committee will be responsible for all food vendors and refreshments for any event pertaining to PVAC. h. Classes. This committee will be responsible for maintaining a database for: 1) Any person who has taught a class on behalf of PVAC; 2) Any person who is willing to teach a class on behalf of PVAC. This committee will work with each instructor on the specific details of their class and will make sure that: 1) the building is open and ready at the time of class; 2) that all materials PVAC have agreed to provide are available. i. Building Rental. This committee will be responsible for keeping a running and updated calendar for building rentals. This calendar shall also include all scheduled PVAC meeting, classes and events. This committee will be responsible for: 1) opening the building for all rentals; 2) making sure that the building is in an acceptable condition for all rentals; 3) making sure that the building is secured after rental time has expired. ARTICLE X: PARLIAMENTARY AUTHORITY
Section 1. The proceedings of all PVAC meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order, Newly Revised. Only elected Officers of PVAC may preside over PVAC meetings. ARTICLE XI: AMENDMENTS
These Bylaws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the PVAC provided notice of the proposed change shall have been sent via written notification to each Board Member not less than twenty-one days prior to such meeting. ARTICLE XII: LIMITATIONS
Section 1. PVAC shall be non-partisan and non-sectarian, and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in township, village, city, county, state or nation. PVAC encourages the support and active participation of all its members; however, no member shall engage in any activity implicating PVAC or any member of PVAC, unless such activity has been approved and encouraged by the Board of Directors. ARTICLE XIII: DISSOLUTION
PVAC shall be dissolved by a majority vote of the membership present at a meeting called for such a vote. One month notification shall be given to all membership of the meeting called for this purpose. In the event of dissolution, the assets of PVAC will be distributed to such arts, charitable and educational organizations in the community that are tax exempt for federal income tax purposes as the Board of Directors shall determine.
