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AMENDED AND RESTATED
BYLAWS FOR SCULPTORS DOMINION INTERNATIONAL, INC.
A TEXAS NONPROFIT CORPORATION
These Bylaws constitute the code of rules adopted by Sculptors Dominion International for the regulation and management of its affairs.
The Corporation is organized pursuant to the Texas Business Organizations Code. The purposes for which the Corporation is organized are charitable and educational and within the meaning of Internal Revenue Code Section 501(c)(3) and Texas Tax Code Section 11.18(c)(1) and the corresponding sections of any future federal tax code. For such said purposes this includes the making of distributions to other 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.
Specifically, the Corporation shall be organized to operate charitable services and educational activities via newly created public accessible exhibits of high art sculpture ranging from large to monumental. Such public works will be educationally beneficial to the public communities and neighborhoods inspiring cultural appreciation in a social outdoor setting.
The Corporation envisions itself as a supportive environment for local, national and international art communities consisting chiefly of sculptors and sculpture patrons that celebrate, support and seek out excellence in sculpture.
The Corporation will be dedicated to the mission of enriching the professional arts communities by supporting excellence in sculpture, by advancing sculpture appreciation and sculpture knowledge, and by strengthening the dynamic contribution of sculpture to society.
To achieve its vision and mission the Corporation shall list its goals.
The Corporation shall encourage, promote and support private and public sculpture: creativity and preservation, sculpture appreciation and conversation and sculpture excellence and growth.
The Corporation will advance the learning of sculpture as a profession. Exhibits, sculptor lectures and workshops will be offered to engage, improve and develop the professional sculptor and his/her sculptural arts capabilities. The Corporation shall strengthen the practice and growth of sculpture for the public as a pleasure. Shows, conventions, useful classes, demonstrations and beneficial public talks and dialogues will be offered to enrich the general communities' cultural arts heritage.
The Corporation will provide public and professional memberships, keep records, and develop sculpture education programs.
The Corporation will make sculpture facts and information more widely available to the general public through shows, tours, field trips, demonstrations, conventions and "salon" style competitions and panels.
The Corporation will develop partnerships and tailored programs with business, art, and education entities to advance the Corporations' vision, missions and goals. The Corporation will position itself as an information trade hub for other sculpture organizations to likewise meet their goals.
All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
Board of Directors
The Board of Directors of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws.
Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Employees of the Corporation are ineligible to serve on the Board of Directors.
(3) Number of Directors
The Board of Directors will consist of a minimum of three Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors. Until the first meeting for electing the Directors occurs, the initial Board of Directors shall consist of the persons listed in the Articles of Incorporation as constituting the initial Board.
(4) Term of Directors
Directors shall serve terms of two years. A Director may serve a maximum of five consecutive terms (that is, a maximum of ten consecutive years).
(5) Election of Directors
Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose. When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.
Any Director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.
Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.
Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of disinterested Board of Directors approve the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
(1) Executive Committee
The President, Vice President, Treasurer, and Secretary of the Corporation shall constitute the executive committee. The executive committee shall have the authority to act on behalf of the Corporation in between Regular Meetings of the Board of Directors. The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting. Any such action not so validated will not be legally binding on the Corporation. The President shall act as chairperson of the executive committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.
(2) Standing Committees
The Board of Directors may from time to time designate and appoint standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Articles of Incorporation and these Bylaws.
Code of Ethics
The Corporation and its Directors and Employees will comply with the Corporation's Conflict of Interest Policy, which has been adopted by the Corporation's Board of Directors.
(1) Place of Board Meetings
Regular and Special Meetings of the Board of Directors will be held at 11354 Vance Jackson or at any other place that the President may designate.
(2) Regular and Special Meetings
Regular meetings of the Board of Directors shall be held each month, or more frequently as deemed necessary by the Board of Directors. Special Meetings may be called by the President or any three Directors. An orientation meeting will be held each year for the new members of the Board of Directors.
(3) Notice of Board Meetings
Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than 30 days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than 2 days notice prior to the meeting, with the exception of special meetings held to amend the Certificate of Formation or Bylaws, for which a 14 day written notice by mail or facsimile shall be required specifying the proposed amendment.
(4) Waiver of Notice
Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or by any provision of these Bylaws.
(6) Actions without a Meeting
Any action required or permitted to be taken by the Board of Directors under the Texas Business Organizations Code, the Certificate of Formation, or these Bylaws may be taken without a meeting, if a majority of Directors individually and collectively consent, setting forth the action to be taken. Such consent shall have the same force and effect as a unanimous vote of the Board.
(7) Open Meetings
Meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.
(8) Proxy Voting Prohibited
Proxy voting is not permitted.
(1) Roster of Officers
The Corporation shall have a President, Vice President, Secretary, and Treasurer. The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One person may hold two or more offices, except those serving as President or Secretary.
(2) Election and Removal of Officers
All officers shall serve one-year terms. The election shall be conducted at the Board of Directors' first meeting of the fiscal year and following the election of the new Board of Directors filling expired terms, or as soon as practical thereafter. Officers shall remain in office until their successors have been selected. Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Board of Directors attending the meeting.
If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Directors present.
The Corporation shall not have any voting members. All members of the Corporation shall be non-voting. The management of the Corporation shall be vested in its Board of Directors.
The classes of membership are set out in the Corporation's Certificate of Formation, and are as follows: (i) professional sculptors; (ii) museum, gallery, or art organizations; (iii) businesses; and (iv) patron/individuals. The Board of Directors shall adopt eligibility criteria for each class of membership.
(2) Rights of Members
Members are invited to all meetings of the Board of Directors, other than executive sessions. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution.
(3) Notice of Regular Meetings
Written notice of the Regular Meeting of Members shall be given not less than 10 calendar days nor more than 60 calendar days before the date that such a meeting is to be held. Such written notice may be given at the prior meeting or delivered by internet, mail, in person, telephone, or by facsimile, and shall state the place, day, and time of the meeting. The Board of Directors, in the alternative, may provide notice through other means such as by posting notice in a conspicuous place at the principal office of the Corporation, newsletter, newspaper, church bulletins, or such additional means as the Board of Directors shall deem effective.
(4) Special Meetings
Special Meetings may be called at any time by the President, by a majority of the Board of Directors, or on written request of 20 members.
(5) Notice of Special Meetings
Notice of Special Membership Meetings shall be given in the exact same manner as notice for the Regular Meeting as provided for above, except that the notice shall contain the purpose for which the meeting is called.
(6) Enrollment of Members
The Board of Directors shall adopt a membership application form. The application form shall require the name, address, and telephone number of each applicant. There shall be a space for the secretary to sign certifying that the secretary believes the applicant to be eligible for membership. The applicant becomes a member upon the secretary’s signature of the application form. The secretary shall keep an up-to-date membership list.
Rules of Procedure
The proceedings and business of the Board of Directors shall be governed by Robert's Rules of Parliamentary Procedure unless otherwise provided herein.
The Board of Directors may, upon resolution, appoint an Executive Director to serve at the Board's discretion and to carry out whatever tasks the Board from time to time resolves. The Executive Director shall be paid an annual salary set by the Board of Directors. Subject to such supervisory powers as are vested in the Board of Directors, the Executive Director shall supervise, direct, and control the business of the Corporation and actively manage its business, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws.
The Executive Director may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Certificate of Formation and these Bylaws. The Executive Director shall generally be expected to attend all meetings of the Board of Directors and meetings of the general membership.
The Corporation may provide indemnification insurance for its Board members; in such event, the Board may select the amount and limits of such insurance policy.
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, to the maximum extent permitted under the Texas Business Organizations Code.
(3) Limits on Indemnification
Notwithstanding the above, the Corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the Corporation's best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.
(1) Execution of Documents
Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Executive Director or the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President or two other members of Executive Committee and must be approved by a resolution of the Board of Directors.
(2) Disbursement of Funds
Major Financial Transactions shall require majority approval of the Board of Directors or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other smaller transactions, the President or Executive Director may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these Bylaws. Notwithstanding the above, all checksdisbursing funds from any of the Corporation’s accounts shall require the signatures of at least two of the following: the Executive Director, President, Vice President, Secretary, or Treasurer.
The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Corporation will keep at its principal place of business the original or a copy of its Bylaws, including amendments to date certified by the Secretary of the Corporation and a membership roster giving the names and addresses of members.
(4) Inspection of Books and Records
All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
(5) Loans to Management
The Corporation will make no loans to any of its Directors or Officers.
The Board of Directors may adopt a Certificate of Amendment (amending theCertificate of Formation) by a vote of two-thirds of Directors present at a meeting where a quorum is present. The Bylaws may be amended at any time by a vote of the majority of Directors at a meeting where a quorum is present.
(8) Fiscal Year
The fiscal year for the Corporation will be the calendar year, January 1 to December 31.
The Corporation shall have an annual review of its books of account to be completed by October 15 of each year for the previous fiscal year.
I hereby certify that these Amended and Restated Bylaws were adopted by the Board of Directors of Sculptors Dominion International, Inc. effective March 1, 2007.
Brian Bauml, Secretary