Bylaws of the Division Avenue Arts Cooperative
Article I- Name and Location
Section 1: This organization shall be known as the Division Avenue Arts Cooperative (DAAC).
Section 2: This organization shall be located in the city limits of Grand Rapids, Michigan.
Article II- Purpose
Section 1: Insofar as it is empowered to do so, the Cooperative will:
A. Create community by providing a place for music and art, cooperatively.Section 2: The Division Avenue Arts Cooperative is organized and will be operated for charitable, religious, educational and scientific purposes; and for such other purposes as defined by Section 501 (C) (3) of the Internal Revenue Code of 1954, as amended.
B. Encourage dialogue and education regarding the arts in general.
C. Collaborate with other organizations focused on the arts.
Article III- Membership
Section 1: Membership eligibility: Any person is eligible for membership.
Section 2: Membership dues and privileges
A. To become a member of the Division Avenue Arts Cooperative, the eligible person must fill out a membership form and pay a monthly membership fee.
B. Membership entitles the person to vote for Board members, to vote to amend the by-laws, and to run for a seat on the Board of Directors. Members may vote either at the annual meeting or during a five (working) day period prior to the annual meeting at the designated polling place. Each member will sign a roster at the time of the vote to insure having voted only once. There will be no discrimination with regard to membership based on race, color, creed, national origin, sex, or sexual preference.
C. The Board of Directors shall determine the amount of membership dues necessary. Discounted dues may be given to those who volunteer a designated amount of hours per month.
D. The Board of Directors shall also determine other privileges for members including discounted entry fees, priority in scheduling music and gallery shows, and discounted rates i booking the space.
Article IV- Board of Directors
Section 1: The Board of Directors shall consist of seven to eleven persons to be elected by the membership at the annual meeting. These persons must be members of the DAAC, in accordance with Article III, section 1 of these by-laws.
Section 2: Board members shall be elected to serve one year terms on the Board of Directors. A member of the Board of Directors may run for an unlimited number of terms.
Section 3: The Board of Directors shall be responsible for the general management of the cooperative, and may exercise all powers authorized by the statutes of the State of Michigan, the Certificate of Incorporation and these by-laws.
Section 4: Members of the Board of Directors shall act in the best interests of the Cooperative, and in accordance with its purpose as stated in the Article II of these by-laws. Activities which are contrary to these purposes, damaging to the Cooperative, or in reckless disregard of the welfare of the Cooperative, its members, staff, volunteers and its Board of Directors shall constitute grounds for removal pursuant to the provisions of these by-laws.
Section 5: The Board of Directors shall meet monthly at a regular time, to be determined at the first meeting after the election. Special meetings of the Board may be called by the Chairperson, with the consent of four other Board members, or by a petition of five Board members presented to the Secretary. Within five (working) days a meeting notice shall be distributed.
Section 6: A quorum for the meetings of the Board of Directors shall consist of a majority of Board members currently serving.
Section 7: A Board member may be removed from the Board of Directors by a two-thirds vote of all Board members currently serving. Any Board member with three unexcused absences will be automatically removed from the Board. For an absence to be excused the member of the Board must contact either the President or staff.
Section 8: Board of Directors vacancies shall be filled by a majority vote of the remaining Board members. Candidates will be presented for a vote by the Nominations committee or may be received from the floor. These candidates must be eligible for membership in the Cooperative, in accordance with Article III, section 1 of these by-laws. Vacancies shall be announced at a meeting of the Board of Directors and filled by Board vote at a subsequent meeting. Vacancies are filled for the balance of the term of the director being replaced.
Article V- Officers
Section 1: The officers of the Division Avenue Arts Cooperative will be the President, Vice President, Secretary and Treasurer. (President and Vice-President can also be replaced by co-chairs). These officers shall constitute the Executive Committee, which sets the agenda for the meetings of the Board of Directors. These officers have their authority from the Board of Directors and are accountable to the Board.
Section 2: The President or co-chair shall preside at all meetings of the Cooperative, appoint committees with the approval of the Board of Directors, and perform any other duties as assigned by the Board of Directors.
Section 3: The Vice-President or co-chair shall assume the duties of the President in his or her absence, and perform any other duties as assigned by the Board of Directors.
Section 4: The secretary shall record the minutes of the official meetings, conduct correspondence, maintain the official records of the Cooperative, and perform any other duties as assigned by the Board of Directors. The Secretary can delegate these duties to staff or volunteers.
Section 5: The Treasurer shall receive deposit, and account for all monies of the Cooperative, disburse funds as authorized, and perform any other duties as assigned by the Board of Directors. The Treasurer can delegate these duties to staff or volunteers.
Section 6: Officers shall be elected by the Board of Directors for a one-year term at their regular meeting not less than 7 days nor more than 45 days following the Annual Membership Meeting. The outgoing President will chair that meeting until the new President is elected.
Section 7: A vacancy in any office shall be announced at a meeting of the Board of Directors and shall be filled by a majority vote at a subsequent meeting.
Section 8: Officers shall be eligible for reelection to the same position for no more than 3 consecutive terms. After a hiatus of at least one year, the person shall again be eligible to be elected to the same office.
Article VI: Membership Meetings
Section 1: There shall be at least one membership meeting, the Annual Membership Meeting, in February of each year. Meeting hour and place will be selected by the Board of Directors on an annual basis. Notice of the annual meeting shall be distributed at least ten days prior to the meeting date. Annual reports on the finances and activities of the Cooperative will be given at the annual meeting.
The election of members to available seats on the Board will be conducted at the annual meeting.
Section 2: Other membership meetings may be called by the Board of Directors, or by a petition signed by at least thirty (30) members.
Section 3: A quorum for the Annual Membership Meeting shall be thirty (30) members.
Section 1: There shall be two types of standing committees of the Cooperative: Committees of the Board and Committees of the Cooperative.
A. Committees of the Board shall be composed exclusively of members of the Board and shall conduct its internal business. These committees shall be: Executive, Finance and Personnel.Section 2: The purposes of the Committees are as follows:
B. Committees of the Cooperative shall be composed of the members of the Cooperative, including but not requiring Board members. These committees are: Marketing, Gallery, Music, Membership and Fundraising.
Executive: Establish agendas for the Board Meetings.
Finance: Plan for and monitor the Cooperative’s financial health; develop and present the annual Cooperative budget.
Personnel: Recommend personnel policy, select candidates for staff positions.
Marketing: Develop and implement a successful marketing plan.
Gallery: Recruit, select and schedule artists for the gallery.
Music: Recruit, select and schedule music for the venue.
Membership: Recruit new membership and work to maintain current membership.
Fundraising: Devise and recommend fundraising strategies to support the operations of the Cooperative.
Section 3: The Board of Directors may establish other committees and assign their duties as deemed necessary. A two-thirds majority of those Board members currently serving is required to add or delete a committee.
Article VIII- Finance
Section 1: The fiscal year of the Division Avenue Arts Cooperative shall be from November 1st to October 31st.
Section 2: All disbursements of the Cooperative shall be made by check. Two signatures are required. Authorized to sign will be members of the Executive Committee.
Article IX- Rules of Order
Roberts Rules of Order shall be the parliamentary authority for all matters for the procedure unless specified otherwise by these by-laws of statute.
Article X- Statement of Dissolution
In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501 (C) (3) or the Internal Revenue Code of 1954, as amended.
These by-laws may be amended by a two-thirds vote of the membership present at a meeting of the Division Avenue Arts Cooperative. Written notice of the proposed amendment must be distributed to the membership at least ten days prior to the meeting date. The Board of Directors shall be the interpreter of the by-laws until a membership meeting can be called for the purpose of amending them.