Seldovia Arts Council
Revised (7-22-09) Bylaws : Seldovia Arts Council
Article I: Name and Purpose
Section 1. Name
The legal name of this organization shall be the Seldovia Arts Council as certified
and established by the City of Seldovia, a first class city of the State of Alaska.
(Seldovia Code of Ordinances No. 84-19, December 10, 1984).
Section 2. Purpose
The purpose of this organization is sponsorship and encouragement of cultural
and educational activities in the greater community of Seldovia, Alaska. The
Council may sponsor cooperative planning, research, fundraising, and public
education programs, administer property, and undertake such other services and
programs deemed necessary by the Council to encourage participation in and
appreciation of the arts and sciences by all residents of the area.
Article II: Membership
Section 1. Membership
Any individual, corporation or business, or organization may become a Member of the
Seldovia Arts Council upon payment of the annual dues specified by the Board of
Directors. Each dues-paying entity shall be a voting Member of the Seldovia Arts
Article III: Members: Meeting and Voting
Section 1. Place of Meetings
Meetings of the Board of Directors and Membership shall be held at such places as the
Board of Directors may designate. This location will be announced to the public when the
meeting is advertised. Meetings may be held by teleconference.
Section 2. Meetings
Regular Membership meetings shall be held quarterly. Board meetings shall be held
monthly. Special meetings of the general Membership may be called by the Board of
Directors, also stating the purpose of the proposed meeting with the request.
Section 3. Annual Meeting
The annual meeting of the Seldovia Arts Council shall be held in the second quarter of
each year. At this meeting the Membership shall elect by vote Directors to fill vacancies
on the Board of Directors from a slate presented to them by the Council Nominating
Committee, consider reports of the affairs of the Council, and transact such other
business as may be properly brought before such a meeting.
Section 4. Quorum
(a) At any meeting of the Board of Directors, the presence of a majority of the Board of
Directors shall constitute a quorum for the transaction of business.
(b) At any general membership meeting no less than 13 Members shall constitute a
(c) If a quorum is present, the affirmative vote of a majority of those present shall be the
act of the Council.
Section 5. Voting Rights
The persons entitled to vote at quarterly Seldovia Arts Council Membership meetings
shall be determined from the Membership records of the organization. Each Member (as
defined in Article II Section 1.) is entitled to cast one vote at all Membership meetings.
Organizational, business or corporate Members shall appoint one delegate who shall cast
one vote for the organization at these meetings.
Section 6. Action without a Meeting
Any action which the law or the Bylaws require or permit the Board to take at a
meeting may be taken without a meeting if a consent in writing setting forth the
action so taken is signed by all of the Board entitled to vote on the matter. The
consent shall have the same effect as a unanimous vote of the Board and shall be
filed in the records of minutes of the Council.
Section 7. Action by Poll
When there is business before the Council that requires decision by the Members or the
Board of Directors and is of a nature that can be conveyed in writing, the secretary may,
at the direction of the Board of Directors, poll the voting Members or Board of Directors
by email or mail. All such polls will include the text of the matter to be decided and a
deadline for response. Those Members who are not online shall be polled by mail, and
their votes recorded by the Secretary for addition to the electronic tally Membership
action shall require a simple majority, while any Board action must be unanimous.
Article IV: Directors: Management
Section 1. Powers and Responsibilities
The business affairs of the Council shall be managed by a Board of Directors who
shall exercise or direct the exercise of all organizational powers. The Board of Directors
shall use their best efforts to carry out in good faith the purposes and exercise the powers
so as to further the experience and appreciation of the arts and sciences in the greater
community of Seldovia, Alaska. Each director shall serve for a term of three years. The
terms for the individual directors shall be staggered such that less than half of the Board
are up for election any year.
Section 2. Staggered Terms
At the board meeting adopting the bylaws, there will be a random drawing to determine
the directors’ initial terms. After the drawing, one third of the directors will have a term
of one year, one third a term of two years, and one third a term of three years. The board
minutes will reflect the drawing results.
Section 3. Number
The Board of Directors shall consist of no less than five Members and no more than
Section 4. Duties
The Board of Directors is responsible for fulfilling the mission of the Council through
programs and projects. They will set policy, formulate long-range plans, develop and
maintain a balanced budget, fundraise and see that the planned activities of the
organization are carried out in a legal and safe manner. They are considered a working
board which means each Member will be physically present at many of the events and
will take responsibility for organizing some of these events. They are expected to
contribute financially as well as in-kind. They have the ultimate responsibility for the
well being and financial health of the Council.
Section 5. Removal of Board Members
A member of the Board of Directors shall be removed from office if the member resigns,
is not available for meetings (four unacknowledged absences), or does not respond to
Board Of Director communications for a period of four months, or is voted out of office
by a vote of the membership, with three-fourths of the ballots cast in favor of removal.
Article V: Officers
Section 1. Election and Tenure of Office
(a) The officers shall include the Chair of the Board of Directors, Vice Chair, Executive
Director, Secretary and Treasurer. The officers shall be elected by the Board of Directors
from the Board of Directors following the annual meeting. Each officer shall hold office
for a one-year period, and no person shall hold the same office for more than six
(b) Any officer may be removed, either with or without cause, by action of the
Board of Directors. Any vacancies shall be filled by the Board of Directors for the
Section 2. Duties
(a) Chair. The Chair shall prepare the agenda for and preside over all meetings of the
Council; appoint the chairs of committees with the consent of the Board of Directors, and
shall provide overall leadership in terms of policy and procedure,.
(b) Vice Chair. The Vice Chair shall have such powers and perform such duties as may
be from time to time assigned by the Council, Board of Directors or the Chair. The Vice
chair shall perform and exercise all powers of the Chair when the Chair is absent or
otherwise unable to act.
(c) Secretary. The Secretary shall keep an accurate record of meetings of the Council
and the Board of Directors, and provide notice of such meetings. The secretary shall also
be responsible for responding to any mail and writing any letters as are authorized by the
Board of Directors. The secretary shall be responsible for keeping a Member roster with
all contact information.
(d) Treasurer. The Treasurer shall receive all monies due the Council, maintain an
accurate record of all receipts and disbursements, pay all bills , and render reports to the
Board of Directors and Membership as required by the Board of Directors.
(e) Executive director. The executive director will, subject to the approval of the Board of
directors, supervise and administer the affairs of the Council. The Executive Director
directs and administers all Council programs and operations and supervises
the budget. This includes competitive grants, a host of cosponsored projects and
statewide arts leadership initiatives with special programs and emphasis on arts
education, artist services, folk arts, community arts development, arts marketing, and art
in public places. The Executive Director coordinates all activities, prepares all budgets
and plans, manages available federal and private funds, and monitors all grants and grant
processes. The Executive Director represents the Council and serves as an advocate for
the public value of the arts and the work of the Council at official functions and in all
professional associations and is a Council spokesperson to media and constituents.
Article VI: Committees
Section 2. Other Committees
The Chair may appoint, with the approval of the Board of Directors standing or special
committees as may be required from time to time to assist the
Board. The standing committees may include : Membership, Publicity, Summer Solstice
Music Festival, Web Management, Budget, Fundraising, Technical support,
Nominations, and History/photography.
Article VII: Council Records and Minutes
Section 1. Records
The organization shall maintain adequate and correct books, records, and
accounts on its business and properties. All of such books, records, and accounts
shall be kept by the Secretary and/or Treasurer, and surrendered upon
completion of their term of office.
Section 2. Reports
(a) All books and accounts of the organization shall be open to inspection by the
Members and the City of Seldovia in the manner and to the extent required by
(b) The Treasurer shall make a financial report to the Council Membership at
least once annually and additional financial reports shall be made available to
Members of the Board in such form and at such times as may be requested.
Section 3. Certification and Inspection of Bylaws
The original or a copy of the Bylaws and any amendments thereto, certified by the
Secretary, shall be open to inspection by the Members and Directors in the
manner and to the extent required by law.
Section 4. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other evidence
of indebtedness, issued in the name of or payable to the Council shall be signed or
endorsed by such person or persons and in such manner as shall be determined
by resolution of the Board of Directors.
Article VIII: General Provisions
Section 1. Fiscal Year
The fiscal year of the Council shall be July1 through June 30th of each year.
Section 2. Amendment of Bylaws
(a) Except as otherwise provided by law, the Membership may amend or repeal
these Bylaws or adopt new bylaws at any meeting of the Membership with a two/thirds
vote. No amendment shall be in order at any meeting unless not less than thirty days
previous notice of the nature of the proposed amendments shall have been given to all
(b) Whenever an amendment of bylaws is adopted, it shall be placed in the
minute book with the original Bylaws. If any bylaw is repealed, the fact of repeal
and the date on which the repeal occurred shall be placed in writing in the minute
Section 2. Council Assets
(a) No Member or Board director may have any vested right, interest, or privilege of, in
or to the Council’s assets, function, affairs, or any right, interest, or privilege that may be
transferable or inheritable, or that will continue if his or her Membership ceases, or
he/she is not in good standing.
(b) Upon dissolution, any Council assets remaining after the payment or discharge of all
Council liabilities; the return, transfer, or conveyances of assets held on conditions
requiring the same; and the transfer or conveyance of assets received and held subject to
limitations permitting their use for charitable or educational purposes shall be distributed
as follows: to one or more non-profit organizations selected by the Board of Directors
or placed in a saving account until the time that a new Council is formed.
ADOPTED: March 5, 1985
ATTEST: Chairman Susan Mumma, Secretary Darlene Crawford
AMENDED: July 15, 1999
ATTEST: Co-Chairman Susan Mumma, Co-Chairman Lynn Corwin, Secretary