art6: a conduit for art experiences, expression and education

Bylaws

Article 1. Name, Purpose, Location

Section 1. The name of this organization is art6, Inc.

Section 2. art6 is a member-run, not-for-profit art gallery, dedicated to promoting and showcasing quality contemporary arts, offering opportunities for education, community outreach and creative interaction.

Section 3. art6 is located at 6 East Broad Street, Richmond, VA 23219.

Article 2. Membership

Section 1. Membership in art6 is available to artists of all disciplines through application to the Membership Committee. Once accepted, membership is maintained in good standing as long as all obligations of membership are met.

Section 2. Membership dues obligations and volunteer responsibilities are detailed in the art6 Membership Policy.

Article 3. Governance

Section 1. Oversight of art6 shall be provided a Board of Directors and management handled by a Governing Council.

Section 2. The Board of Directors shall consist of 7 elected members: 4 art6 members and 3 community members. All Directors shall act in good faith to provide oversight to the organization and ensure the ongoing ability of art6 to pursue its mission. The Officers of the Board of Directors will be the President, the Vice-President, the Treasurer and the Secretary; together with the Gallery (Executive) Director they shall comprise the Executive Committee of the Board of Directors.

  1. The President of the Board of Directors shall serve as a community liaison and preside at board meetings;
  2. The Vice-President shall assist the President and preside at meetings in the absence of the President;
  3. The Treasurer shall retain in his/her possession the financial records of the organization, provide monthly treasurer's reports to the Membership and preside at meetings in the absence of the President and Vice-President;
  4. The Secretary shall take minutes of the meetings, maintain the (non-financial) records of art6, handle official correspondence as needed and send notices of special meetings to the membership. 

Section 3. Standing Committees are Development, Education and Outreach, Exhibitions, Finance, Marketing/Publicity, Membership and Performing Arts.

  1. The Chair of each Standing Committee shall be elected by that Committee. Ad Hoc Committees (i.e. the Nominating Committee, Strategic Planning Committee) shall be established by the Governing Council as needed, and may include non art6 members.
  2. Standing Committees may propose and present resolutions and policies to the Membership that shall be approved by a majority vote of the Membership.
  3. No Committee of art6 shall have any authority other than to perform the mission for which it is established.

Section 4. The business of the operation of the organization shall be managed by the Governing Council, comprised of no fewer than 9 art6 members. The Governing Council is responsible for maintaining the implementation of policy and direction of the organization as set forth by the Standing Committees and as approved by the Membership.

  1. The Governing Council shall be comprised of the Executive Committee of the Board of Directors, the Gallery Coordinator and 2 positions which shall be held by art6 members at-large.
  2. The officers of the Governing Council shall be:
    1. The Gallery Director, who shall serve as Chair and preside at meetings of the Governing Council and the general membership meetings;
    2. The Gallery Coordinator, who shall serve as Assistant Chair and shall preside at meetings of the Council and general membership meetings in the absence of the Gallery Director;
    3. The Treasurer, who shall preside at meetings of the Council and general membership meetings in the absence of the Chair and Assistant Chair;
    4. and the Secretary, who shall take minutes of the meetings of the Council and general membership meetings, keep the books and records of art6, send notices of all meetings to the membership.

The Governing Council may also appoint Assistant Treasurers and Assistant Secretaries as it deems necessary. Job descriptions for each position will exist as will operational policies and procedures.

Section 5. All members of the Board of Directors, the Governing Council, the Gallery Director and the Gallery Coordinator shall be elected by the art6 membership. The candidates will be nominated by an ad hoc nominating committee appointed annually by the Governing Council and approved by a majority of the membership. The names of the nominated candidates will be presented in writing at the meeting in advance of the annual meeting and elected by simple majority vote at the annual membership meeting.

Section 6. Length of terms.

  1. Board of Directors — three year terms, renewable
  2. Standing Committee Chairs, Gallery Director and Gallery Coordinator — no limit

Section 7. Removal of members.

  1. Any Director or Governing Council Member in good standing may be removed from office without any cause assigned, by a vote of the majority of the membership at a monthly meeting. The motion to remove a member requires 10 days advance written notice. 
  2. Any Director or Governing Council member deemed not to be in good standing by a majority vote of the Governing Council shall be removed from office unless corrective action is taken by said member within 30 days of receipt of written notice of the circumstances causing that person to be a member not in good standing.  Such written notice shall be mailed certified mail receipt requested.

Section 8. Any Director or Governing Council member may resign at any time without reason by giving 30 days written notice to the organization.

Section 9. In the event of a vacancy on the Board of Directors or the Governing Council, the Executive Committee shall appoint such person or persons to fill the position(s) while the Nominating Committee solicits the Membership for nominations to fill such vacancy. The Nominating Committee shall present one or more nominations to the Governing Council to fill such vacancy at the next regular membership meeting.

Section 10. The Governing Council shall name agents who are authorized to act on art6's behalf in financial, legal and other matters as deemed necessary and/or appropriate. Such agent(s) shall be required to provide written reports to the Governing Council as deemed appropriate.

Section 11. Cessation of art6 operations must be approved by a three-fourths majority of the General Membership.

Article 4. Financial Affairs

Section 1. Fiscal Year

The fiscal year of art6 shall commence on January 1 of each year and end on December 31.

Section 2. Budget

A budget shall be proposed for each upcoming fiscal year by the Finance Committee and submitted to the membership for its approval not later than September 1 of the year prior to the fiscal year for which the budget is proposed.  The budget shall depict projected revenues and expenses and shall be based on reasonable projections.

Article 5. Meetings

Section 1. Regular membership meetings of the organization shall be held monthly on the 2nd Sunday at 4:30 pm at art6. The Annual Meeting will be held in September. Changes to the membership meeting schedule shall be decided at membership meetings and approved by a vote of the majority of the membership.

Section 2. The Governing Council shall meet monthly at 4 p.m. before the 2nd Sunday art6 monthly membership meeting.

Section 3. The Board of Directors shall meet at 2 pm on the 2nd Sunday of March, June, September and December.

Section 4. Special membership meetings may be called by a vote of one-third of the Governing Council and require 7 days advance notice.

Section 5. Notice of all changes to regularly scheduled Board of Directors, Governing Council, Membership and Committee meetings require 7 days advance notice.

Article 6. Voting

Section 1. In order for action taken at any Governing Council or Membership meeting to be valid and binding, a proposition must be approved by a majority of votes cast at any such meeting at which a quorum is present. 

Section 2. A quorum is present for any meeting of the Governing Council if at least fifty percent of the members in good standing of the Governing Council are present either in person or by proxy.  A member of the Governing Council is in good standing if that individual is a member of art6 in good standing, as provided in Article 2, Section 2. 

Section 3. A quorum is present for any meeting of the Membership if at least fifty percent of the members of art6 are present either in person or by proxy and such members in attendance are members in good standing as provided in Article 2, Section 2.

Section 4. Votes may be cast by proxy if a member in good standing provides a written or emailed statement to another member in good standing stating that such other member is entitled to vote the proxy-giver's vote at a meeting identified in the proxy.   Proxies may direct how the proxy-holder shall vote or they may authorize the proxy-holder to vote in such manner as he or she sees fit.  A written or emailed proxy must be physically presented to the presiding officer at a meeting in order for the proxy to be voted.

Article 7. Indemnification

Section 1. The organization shall indemnify any agent of the organization including the Board of Directors, the Governing Council and all art6 members and volunteers who was or is a party, or is threatened to be made a party to any proceeding, administrative or investigative, as such a person was or is an authorized representative of the organization. This indemnification against expenses, judgments, fines, and amount paid in settlements actually or reasonably incurred by such a representative of the organization is contingent upon the determination that such person acted in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of the organization. With respect to any criminal proceeding, indemnified persons shall have had no cause to believe that their conduct was unlawful.

Section 2. To satisfy indemnification obligations the organization may maintain insurance, obtain a letter of credit, act as a self-insurer, create a reserve trust, cash collateral, enter into indemnification agreements, or use any other arrangement whatsoever in such amounts, at such costs, and upon other terms and conditions that the Governing Council shall deem appropriate

Section 3. This indemnification shall be made only if the organization shall be advised by its Governing Council acting (1) by a quorum consisting of Governing Council members who are not parties to such action or proceeding upon a finding that, or (2) if a quorum under is not obtainable with due diligence, upon the opinion in writing of legal counsel that, the director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Governing Council, it may rely as to all questions of law, on the advice of independent legal counsel.

Article 8. Amendments

Section 1. These By-laws may be amended by a majority vote of the Governing Council, provided that written notice to the membership is sent at least 10 calendar days prior to any meeting of the Governing Council at which any amendment to the following provisions is to be considered.


Adopted December 4, 2007

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