Article I: Name

The name of the organization shall be Spring Hill Arts Center (SHAC) in all instances both public and private.

 

Article II: Vision, Mission and Purpose

Our Vision is to ensure that Spring Hill, TN has a vibrant, vital arts environment.

Our Mission is to foster awareness, appreciation and development of the literary, visual, and performing arts in our community.

Our Purpose is to provide leadership to promote and advance public awareness, participation and appreciation of the arts and cultural activities in Middle, TN specified in section 501 (c)(3) of the Internal Revenue Code of 1954.

 

Article III: Fairness

It is recognized that no set of Bylaws can cover all circumstances.  In the event of an issue arising which is not covered by these Bylaws or Policies and Procedures, the issue will be decided upon by the Executive Committee (EC) or Board of Directors (BOD), dependent upon the nature of the issue. Decisions shall be grounded on fairness, good faith, the maintenance & longevity of SHAC, and common sense.

 

Article IV: General Membership

Section 1:  Membership is open to all interested persons willing to nurture the mission of the organization.  SHAC does not discriminate based on age, gender, race, sexual orientation, artistic vision, or disability.  A person becomes a member upon payment of annual membership dues and submission of completed membership application.

All regularly scheduled board meetings will be open to members and the general public.

Section 2:  Voting members must be 16 years of age or older.  Individual Junior Memberships are available for those non-voting members 15 years and younger. Only members holding a valid voting membership of thirty days or more may vote, nominate, be nominated or be elected to office.  Exceptions to being a member for less than thirty days prior to holding an office must be approved by majority vote of the BOD.

Section 3: The Fiscal Year for SHAC begins July 1st and ends June 30th of the next year. Dues are payable when a person joins SHAC, and after that yearly, by June 30th. Dues are to be remitted to PO Box 1221, Spring Hill, TN 37174 or online via PayPal; or remitted at a SHAC event.

Section 4: Members are encouraged to attend at least one (1) Regular Meeting per year.  The members may nominate and shall elect the members of the Board of Directors (BOD) at the annual meeting. The Annual Meeting will be held no later than the third week of September of each calendar year.

Section 5:  A Special General Membership Meeting (SGMM) or an Executive Meeting (EM) may be called by the President upon two (2) weeks written notice or upon written notice by a majority of the Board.  Executive Meetings shall only be attended by the BOD.  Executive Committee (EC) meetings will be scheduled at a minimum of quarterly and more frequently as needed.

Section 6: Any member may be removed by a majority vote at any Executive Meeting. Prior to removing a member, a thorough review of the circumstances will occur, providing the member the ability to share their side of the situation, if applicable.

 

Article V: Board of Directors

The Board of Directors shall consist of the following elected officer positions:  President, Vice President, Secretary, Treasurer, Marketing and Media, Community Outreach, Immediate Past President, Historian, and Members at Large.  The members of the Board have a special obligation to provide personal support and assistance with all SHAC activities.  Board members are volunteer positions and are not reimbursed for their role in the organization. The board shall be no larger than a total of 15 members at any given time.

Section 1: The Board of Directors are elected yearly on a rotational basis (four Officers each year), with each officer holding a two-year term. In the instance of more than one volunteer or nomination for office, the membership will be contacted for vote.  Members of the Board shall serve no more than two consecutive terms in one (1) position. Maximum service in one position is four (4) years.  Board members may request to rotate a different position within the board at any time throughout the year if there is an opening.

Section 2: Board Meetings shall be held monthly. A quorum of five (5) Board members is necessary for voting purposes, or 50% attendance of filled positions when there are vacancies.  For business isolated to the Executive Committee, the quorum for voting defaults to section 3, A3 in these bylaws.  In concert with the organization’s fiscal year, each Executive member of the BOD is required to attend nine (9) of the monthly meetings.  If more than three (3) monthly meetings are not attended (within a fiscal year), it is deemed a formal resignation of board position. Non-Executive Committee members are required to attend at least one meeting a quarter.  All Board Members are encouraged to attend every board meeting, but are not required to attend more than once a quarter, unless requested by the President or Vice President. Other resignation of position not included above must be in the form of a written resignation.

Section 3: In the event of a BOD resignation, the President reserves the right to appoint a temporary member from the membership to assume the position duties.  This is considered a temporary position, until formal elections are held.  The BOD also reserves the right to have current BOD members assist with filling in with empty board positions until someone is temporarily appointed / or formally elected.

Section 4: If for any reason the Immediate Past President cannot serve, an additional Member at Large shall be elected.

Section 5: Meetings will be conducted in accordance with Robert’s Rules of Order.  This includes, but is not limited to the following:

  • Majority vote determines approval of motions / actions to be taken and is defined by more than 50% of present voters
  • Silence gives consent during the voting process
  • Motions require another member to second the motion
  • 2/3 majority vote in order to make fundamental changes to basic structure and fundamental rules of the organization
  • 2/3 majority vote in order to change any basic rights of the membership
  • Proxy voting is prohibited, but Board members may give their vote on a matter ahead of time in writing as necessary

Section 6:  Newly elected board members are subject to a 90 day probationary period in order for the organization and the new board member to assess whether they are a fit for the position. 

Article VI: Board of Director Duties

Section 1: President 

The President presides over all scheduled meetings of the Membership, as well as those of the Board of Directors. The President may also call and preside over Special General Membership Meetings, as well as the Executive Committee Meetings and Board Meetings, as circumstances warrant.  The President is an Ex-Officio member of all committees.

Section 2: Vice President     

The Vice President fulfills the functions of the President when the President is unavailable, and is first in succession to the Presidency.  The Vice President shall supervise and chair the nomination and election committee and other committees assigned by the BOD, as well as maintain an up-to-date membership list.

Section 3: Secretary

The Secretary shall be responsible to keep and make available minutes of all regular, Special General Membership Meetings, Board Meetings and Executive Committee Meetings.  The Secretary will handle all necessary correspondence of the BOD, and sees that all notices are duly given to Board of Directors and members of respective committees.

Section 4: Treasurer

The Treasurer is responsible for managing all financial and fiscal requirements for SHAC. These duties include, but are not limited to: Maintaining all banking accounts and bank relationships; reconciling monthly bank account statements; collecting and depositing all monies generated by SHAC, including performance receipts, member dues, advertising revenues, etc.; ensuring all SHAC liabilities are paid in a timely manner; maintaining all financial and fiscal records; filing all state and federal tax documents; and generating an annual report.  The Treasurer is responsible for presenting a financial report at every board meeting, including revenue and expenses generated for the prior month, as well as year-to-date.  All financial documentation must be organized and available to the BOD as requested.  All financial documentation must be retained for a minimum of three years per IRS 501(c)3 standards and the Treasurer will have oversight of this documentation in a place that is also accessible to the Executive Committee at all times.

Section 5: Marketing and Media

The Marketing and Media Director works closely with artistic boards, directors, and educators to carry out actions needed to publicize all events, shows and classes. In addition, this position will chair the social media committee, create and distribute all marketing and PR materials, and assists in online activity with website and social media, after approval from the BOD majority.  This position will ensure that all board meetings are listed on the SHAC web site to ensure that the public is aware of meeting times, dates and places to comply with SHAC By Laws.

Section 6: Community Outreach

The Community Outreach Director keeps an ear to the community and its needs, events, opportunities, and so forth.  The Community Outreach Director works in tandem with the Marketing and Media Director, oftentimes bringing forth the event in which the MMC will need to publicize.  This director works to bring community engagement and event development to ensure growth opportunities for the organization.  The Community Outreach Director should make an effort to meet and network with other local organizations to continue to foster collaborative relationship.

Section 7: Immediate Past President

The Immediate Past President shall be available to chair and/or serve committees for a term of one year at the discretion of the current board President or majority vote of the BOD.  This is a non-voting position and is meant to help facilitate the succession of the organization.

Section 8: Historian

This position ensures the documented continuity of the organization’s history, both past and present.  This position will coordinate frequently with the President and Marketing and Media to convert documents into various media files (print, photography, video) to create the timeline for the organization.

 Section 9: Members at Large

The Members at Large shall be available to chair and/or serve on committees.

 

 Article VII: Finances and Contractual Powers

Section 1. The fiscal year shall begin on July 1st and end on June 30th.

Section 2. With the approval of the Board of Directors, the President is authorized to execute Contracts and conduct business on behalf of the organization.

Section 3. Bank checks or other financial drafts require two (2) of the following signatures: Treasurer, President, and Vice President. All checks and financial drafts require the approval of the BOD majority prior to proceeding. Standing approval may be given for items such as insurance payments, PO Box payments, annual state filing reports, etc. Standing approval should be documented in the meeting minutes of a BOD meeting for reference.

Section 4: The Board of Directors shall approve all budgets. All non-budgeted

expenditures in excess of $50.00 must be approved by the BOD.

Section 5:  All members of the board are required to adhere to the SHAC Conflict of Interest policy and sign an annual attestation to disclose any potential and actual conflicts.  Failure to return the Conflict of Interest Attestation to the President within 30 days of joining the board (or the next board meeting, whichever is later), shall be considered formal and immediate resignation.

Section 6:  In the event of dissolution, all funds from SHAC bank accounts must be donated to another 501c3 organization with a similar mission.  The BOD will vote by majority as to which organization will receive the funds.

 

Article VIII: Committees

Section 1: Board of Directors Participation on Committees

All members of the BOD shall serve on at least one committee. Each year at the Annual Meeting, the President shall appoint a member of the BOD to chair or serve on one (1) or more of the Standing Committees. The President shall be an ex-officio member of each committee.

Section 2: Recruitment of Non-Board Committee Members

Each year when the notice is distributed to the full membership regarding the slate of candidates for election to the Board of Directors, SHAC shall notify the general membership of the committees with positions to be filled and invite their participation.

Section 3: Standing Committees

Executive Committee

  1. The President is the designated chair of the Executive Committee. The Executive Committee shall be composed of the ex-officio immediate past president and the officers of the Board of Directors: President, Vice President, Secretary, and Treasurer
  2. The Executive Committee shall advise and recommend agenda items, recommend policies and practices regarding grants/sponsored programs, develop long-range strategies for planning, and operate affairs of SHAC.
  3. The Executive Committee shall meet monthly or more often, as deemed necessary by the President and/or Vice President. At least three (3) members of the Executive Committee must be present at a meeting to constitute a quorum (or 50% in the event of vacant positions). However, the Committee may confer by telephone or email for routine matters not affecting policy. The Secretary shall keep a record of such conferences.

 

Nominations Committee

  1. The Vice President is the designated chair of the Nominations Committee. The President shall appoint at least two other members from the Board of Directors.
  2. The Nominations Committee shall review the needs of SHAC throughout the year with regard to membership of the BOD [Article V] and shall propose the slate of nominees after seeking suggestions from the BOD and the General Membership.
  3. Board membership should be based upon the ability of a nominee to contribute time and talent toward accomplishing the SHAC mission. Interpersonal characteristics reflecting collaborative relationships, community influence, regional perspectives and leadership should also be considered. In addition, board nominees should reflect as much diversity as possible: age, gender, race, profession and education.
  4. The Nominations Committee shall develop and update an Orientation Plan for new Board members, as well as a list of BOD member responsibilities.

 

Finance Committee

The Finance Committee will be formed at the discretion of the Executive Committee.

 

Marketing and Media Committee

  1. The Director of Market and Media is the designated chair of the Marketing and Media Committee (MMC).
  2. The MMC shall develop, operate and maintain materials and communications between SHAC and the community by web site, email and other print and electronic media.
  3. The Community Outreach Committee also works in tandem with the MMC to carry out marketing and promotional activities, as needed.

 

Community Outreach Committee

  1. The Director of Community Outreach is the designated chair of the Community Outreach Committee (COC).
  2. The COC is responsible for developing programming, events and activities to serve artists and audiences throughout the community. Specific activities of the COC shall be carried out by “task teams” as needed.
  3. The COC shall build relationships with other organizations in the community to help create opportunities for artists, develop venues for arts events, and identify fundraising opportunities.

 

Fundraising Committee

The Fundraising Committee will be created at the discretion of the Executive Committee.

 

Additional Committees

The President may appoint ad hoc committees, event or task teams from the Board of Directors and General Membership as circumstances warrant, or as directed by the BOD.

 

Article IX: Amendments

Section 1: These bylaws may be amended when necessary by two-thirds majority vote of the Board of Directors. Proposed amendments must be submitted in writing and be formally placed on the next board meeting agenda to ensure adequate time is given to review the proposed amendments.  When possible, the Secretary will send out proposed amendments with regular meeting announcements.