Idea Transcript
NO R TH CENT R AL LOUISIANA AR T S C OUN CI L
BOARD MEMBER HANDBOOK
Office Address: 212 North Vienna Street. Ruston, Louisiana 71270 Mailing address: P.O. Box 911. Ruston, Louisiana 71270 Phone : 318.255.1450 Email: nclac5 @ gmail.com www.nclarts.org
INTRODUCTION As a new Board Member, it is important that you understand how NCLAC works, and why we need your help to keep it working. This handbook will inform you of NCLAC’s operations, procedures, organizational structure, and the roles and responsibilities we hope you as a Board Members will be able to fulfill. (Don’t worry, no one expects new Members to show up at their first meeting knowing everything.) If you have any questions, please don’t hesitate to contact your staff for help, or past and current Board Members. We are all here to work as a team! Thank you for lending your time and talents to our local arts’ council.
Welcome to the Board!
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NORTH CENTRAL LOUISIANA ARTS COUNCIL BOARD MEMBER HANDBOOK
OUTLINE ABOUT NCLAC Non-Profit Mission Statement ............................................................................................................1 A Short History......................................................................................................................................2
BOARD MEMBER ROLES & RESPONSIBILITIES How to Be a Great Board Member Tips.............................................................................................3 Major Roles & Responsibilities.............................................................................................................4
OFFICERS OF THE BOARD Board Officers........................................................................................................................................5
EXECUTIVE DIRECTOR & OTHER PAID STAFF Major Responsibilities of Ex. Director & Other Paid Staff...............................................................6
COMMITTEES & OTHER VOLUNTEERS Basic Committe Duties..........................................................................................................................7 Committee Officers................................................................................................................................8 Committee Types....................................................................................................................................9 Additional Committees.......................................................................................................................14
NCLAC BY-LAWS ................................................................................................................................15
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ABOUT NCLAC NCLAC’s Mission Statement The North Central Louisiana Arts Council, believing that the visual, performing and literary arts are a necessary enhancement for all individuals, seeks to enrich the region by fostering opportunities for creative expression; to establish a strong presence of the arts wherein the artists, arts organizations and community can thrive; and to share our diverse cultural heritage, celebrating not just who we are, but what we can become. The North Central Louisiana Arts Council serves the five parishes of Lincoln, Bienville, Claiborne, Jackson, and Union. Take a minute to digest our Mission Statement. This statement should be the criteria by which we judge all of our ideas and actions. Should we find our work has strayed from this statement, it is either time to change the statement or review our programming.
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ABOUT NCLAC Our History: The North Central Louisiana Arts Council was formed by a group of artists and arts-enthusiasts in 1987 with the goal of developing a regional arts center and a gallery where local artists could display and sell their work. Ruston local Carol Hudson offered her family’s historic Harris Hotel building as a site for the center and gallery, and the group wrote and won a Louisiana Crafts Program grant for $2500 that provided them with the funds to open the first Piney Hills Gallery on January 27, 1989. The largely volunteer-made and run Gallery was the first of its type in north Louisiana, and served as a model for other galleries in Shreveport and Monroe. In 1990 NCLAC’s Board President Susan Roach wrote and won a three-year $60,000 Rural Arts Initiative grant from the Louisiana Division of the Arts, making it possible to hire their first full time Executive Director, Scott Hutcheson. Hutcheson helped NCLAC form its first Summer Arts Camps, then called Summer Arts Chautauqua, and orchestrate the Piney Hills Kites and Art Festival, held from 1989-91, Celebrity Paint-Offs, and a New Year’s Eve Gala. NCLAC’s second Ex. Director, Mary Anne Lewis, helped NCLAC create Drama Warehouse, the Artists Studio Tour, known today as the Holiday Arts Tour, and a performance series that brought artists like Grammy nominated jazz vocalist Nnenna Freelon to Ruston. Lewis also won a Meet the Composer grant that brought New York composer Mikel Rouse to Ruston as an artist-in-residence for three years. In 1994 NCLAC also had the honor of serving as the state-appointed distributing agent for State Decentralized Arts Funding grants, which allowed the organization to distribute monies to other deserving arts non-profits and projects in the region. In 1998, in its continuing search for a location to maintain a regional arts center, NCLAC partnered with the newly formed non-profit Dixie Center for the Arts to acquire and restore Ruston’s historic Dixie Theater, where NCLAC‘s office and Gallery currently reside today. In 2009 NCLAC found itself in need of reevaluating its programming to deal with the economic slump and the subsequent loss of state grant funding. Ex. and Associate Directors Leigh Anne Chambers and April Honaker helped the Board restructure NCLAC’s spending habits and programming, setting the example for NCLAC’s current operational guidelines. NCLAC continues today to operate with the other arts-non-profits located in the Dixie Center with the goal of championing the arts in north central Louisiana.
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BOARD MEMBER ROLES & RESPONSIBILITIES How to be a “Great Board Member” Tips NCLAC seeks Board Members that we believe in some way have a lot to contribute to our community, not seat-fillers to show up at regular meetings. You are our greatest volunteers, and we want you to serve in capacities you enjoy, where you feel you can be of the greatest service. If you feel like you don’t know where to start, start with the following: Great Board Members... • willingly give his or her time, experiences, skills, and often money, to advance the mission and goals of their organization. • are the heart and soul of their nonprofit. • think of volunteering as a give and take relationship, not a demanding one-way street. • look for other capacities in which they can serve if they find that being on the Board is too great of a demand of their time and resources. • take on new personal challenges and grow as individuals during their Board tenure.
We hope that you will be able to do all these things with us over the next few years!
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BOARD MEMBER ROLES & RESPONSIBILITIES Major Roles & Responsibilities The Board should work as a team with the Executive Director, other staff, Committees, and volunteers. Daily management of regular tasks may be delegated to others, but the Board should never loose sight that they are NCLAC’s leadership, and without their active participation the organization will falter. 1. Plan • Establish unified goals for NCLAC’s future, including short and long term goals • Oversee and ensure that Committees and task forces plan adequately for events and activities 2. Manage Finances • Raise sufficient funds to operate programs and meet their objectives • Develop and maintain an annual budget, and approve and monitor program funding 3. Manage Committees and Volunteers • Recruit effective Committee chairs, or replace them if need be • Hold Committees/volunteer activities accountable to ensure progress • Coordinate the different Committee efforts to avoid redundancies • Participate in the recruitment and training of Board Members 4. Evaluate • Regularly review and evaluate program operations, performance, and fiscal health • Provide counsel about plans made by Committees, volunteers, and staff 5. Advocate • Be an active representative and knowledgable supporter of NCLAC • Advocate for NCLAC on local, state, and national level if needed 6. Make Policies • Maintain the legal existence of the organization • Ensure programing adheres to legal requirements in the conduct of its affairs • Maintain, or determine should they change, the objectives and policies of the organization 7. Manage Staff • Hire and regularly evaluate staff, including the Executive Director • Develop and/or approve staff policies
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OFFICERS OF THE BOARD Board Officers
The Board of Directors has five officer positions: President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. Board officers help to ensure the Board meets regularly and progresses reasonably in the goals the Board has set out to accomplish each year. Like regular Board Members, officers are elected by the Board, serve for three years, and may resign or be replaced by the Board if need be. President • Sets the agenda and presides over regular Board meetings • Calls special meetings with Board, Committee members, or staff when necessary • Delegates responsibilities to Board members, Committees, and staff • Monitors and holds Board Members and staff accountable for their work • Appoints Committee Chairpersons when needed • Prepares written “state of the non-profit” report for the Annual Meeting • Signs all contracts and leases approved by the Board, in conjunction with the Treasurer • Serves as the literal and figurative leader of NCLAC within the community
Vice President
• Performs any or all of the President’s responsibilities when needed, or when requested to do so by the President • Takes the President’s place if a vacancy arises • Also serves as a figurative leader of NCLAC within the community
Recording Secretary
• Records the minutes and takes attendance at all regular Board meetings
Corresponding Secretary
• Maintains personal correspondences for the Board, such as personal thank you letters, etc.
Treasurer
• Works with the Director to ensure NCLAC’s debts and taxes are paid on time. • Prepares financial reports to be presented at the Board’s regular meetings • Prepares an annual financial report for the Annual Meeting • Signs all contracts and leases approved by the Board in conjunction with the President • Maintains financial records according to the Generally Accepted Accounting Principles
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THE EXECUTIVE DIRECTOR & OTHER PAID STAFF Major Responsibilities of the Ex. Director & Other Paid Staff NCLAC maintains staff, like an Executive Director, to act as full-time administrators for the organization and to aid the Board in the development, coordination, administration, documentation, and implementation of NCLAC’s goals. The Ex. Director does this by: 1. Producing and maintaining methods to advertise NCLAC The Ex. Director seeks to educate people about what NCLAC’s goals are as a non-profit and to publicize NCLAC’s ongoing activities. Currently NCLAC’s staff produces: • Art Talk, a weekly article in the Ruston Daily Leader newspaper that highlights ongoing art-related activities/issues in the area. • NCLAC Website, primary organizational info can be found here, including the Community Arts Calendar that highlights many different arts-related events and resources • NCLAC Blog, a daily online billboard about art-related events, topics, and news • NCLAC Facebook Page, a useful tool to reach out to membership and encourage members to stay up-to-date and involved with NCLAC events as they develop • Brochures, flyers, posters, postcards, etc. as needed for events 2. Assisting the Board in developing and maintaining NCLAC’s programs The Ex. Director assists the Board in developing and implementing their plans, goals, and objectives. The Ex. Director also helps to identify resources and interested outside partners that can aid in carrying out NCLAC’s plans. This includes attending all Board Meetings, except where matters of their employment is concerned. 3. Assisting the Board in recruiting and coordinating volunteers The Ex. Director assists the Board and Committees by maintaining volunteer databases, making volunteer calls through NCLAC’s various public awareness mediums, and often overseeing volunteer work. 5. Managing NCLAC’s administrative needs and staff, including interns The Ex. Director oversees program and membership record keeping; program purchases, sales, and accounting records; grant writing; and other employees, consultants and/or interns, including the possible hiring and firing of additional staff at the discretion of the Board. The Ex. Director also oversees regular office operations and needs on a daily basis. Additional staff duties may be determined by the Board. NORTH CENTRAL LOUISIANA ARTS COUNCIL BOARD MEMBER HANDBOOK
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COMMITTEES & OTHER VOLUNTEERS Basic Committee Duties Committees report to and are guided by the Board of Directors, with assistance from the Executive Director and other staff. It is recommended that Committees are made up of at least half non-Board members. Committees serve to: 1. Implement NCLAC’s goals The Board develops a comprehensive set of goals for NCLAC, and Committees plan and execute strategies to carry them out based on their focus area. Each Committee should establish their own list of priorities and goals in accordance with the Board’s approval and carry them out to the best of their ability. Committees should also work to delineate the details of their programming and action plans, so that they can pinpoint the resources and volunteers they need to most effectively carry out their goals, and pass their responsibilities on to others when Committee members rotate out. 2. Provide a structured network of volunteers Each Committee can establish sub-committees and/or task forces to address specific issues, and recruit the volunteers needed to fullfil these roles. It is each Committee’s responsibility to supervise their own sub-committees and/or task forces until the sub-groups have completed their tasks and/or are disbanded. 3. Provide feedback about the effectiveness of NCLAC’s programs and events Each Committee should keep records of their actions, such as meeting minutes, budgets, action plans, and information about their volunteers. These records help NCLAC measure its effectiveness, improve itself, and improve its relationship with its volunteers and supporters over time.
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COMMITTEES & OTHER VOLUNTEERS Committee Officers Officers help Committees meet when needed and actively pursue their goals, but they are not necessary for every Committee to function. One person may serve in several officer positions, or a Committee may forgo assigning officer positions altogether. Several officer positions however are suggested for regular active Committees: Chairperson, and/or Co-chairperson, responsible for: • Coordinating and presiding over meetings, including preparing agendas if needed • Delegating responsibilities to their Committee members, sub-committees, and/or task forces • Monitoring and holding accountable Committee members • Presenting progress reports to the Board concerning Committee activities Recording Secretary, responsible for: • Recording Committee plans, actions, and meeting minutes as needed Treasurer, responsible for: • Maintaining financial records of the Committee’s actions, and coordinating purchases and sales for the Committee if needed with the aid of NCLAC’s Ex. Director Volunteer Coordinator, responsible for: • Creating descriptions of volunteer positions that could be helpful to a Committee’s goals • Recruiting volunteers to fill these positions as needed • Coordinating and monitoring working volunteers • Keeping records of volunteer data in order to reconnect with past volunteers for future needs
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COMMITTEES & OTHER VOLUNTEERS Committee Types There are four primary Committee types that support the core of NCLAC’s needs and initiatives:
1. Fundraising Committees • Raise funds for the organization’s main operating expenses and programmatic needs • Aid NCLAC’s staff in researching and grant writing • Continually seek out new donors and sponsors, and ways to improve fundraising
2. Education Committees • Foster educational opportunities through the arts in our 5-parish region • Aid staff in planning, and keeping educational programs running smoothly/regularly • Continually seek out new ways to improve NCLAC’s educational programs
3. Exhibition Committees • Create opportunities for regional artists to display and sell their work • Recruit and select artists to exhibit in NCLAC’s gallery spaces • Continually seek out new ways to improve exhibition programs
4. Event Committees • Organize and manage the larger public NCLAC events • Make connections with demographics normally not affiliated with NCLAC • Continually seek out new ways to improve NCLAC events • These events are commonly held to raise funds, but because of their larger more complicated logistical nature they fall under the events category
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COMMITTEES & OTHER VOLUNTEERS 1. Fundraising Committees: Every Board Member must serve on at least one fundraising committee. If you do not choose a fundraising committee, one will be assigned to you. Keep the Arts Afloat (KTAA) NCLAC’s primary operational support (what we use to pay staff and keep the office running) fundraiser. 250 tickets are sold at $100 each for a chance to win $5,000. If every Board Member buys/sells 5-10 tickets, the 250 ticket goal is easily met. Ticket sales normally begin a few months before the winning ticket is drawn at the NCLAC Peach Festival Art Exhibit in June. The bulk of this Committee’s work is contacting individuals in person or over the phone to make each sale.
Corporate Fundraising This Committee provides a clear and concise face to our large-scale fundraising efforts by meeting early in the year to assess and solicit potential corporate sponsors for all our events and programming for the year. This allows NCLAC to approach large sponsors early in the year, and provide reliable budgets for Committees that rely on corporate funding. Knowledge of local businesses, owners, as well as a willingness to make personal connections with sponsors, is a must for this Committee.
Grantwriting This committee meets regularly to aid staff with NCLAC’s grants year-round. It helps research new possible grant funding resources, write grants or find interns to work on grants, and proof read grants. Ideally this is light steady work year-round. Grants are sought to support both individual programming, and operational funds.
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COMMITTEES & OTHER VOLUNTEERS 2. Education Committees Summer Arts Camp (SAC) Summer Arts Camps are week-long camps for students who have completed 1st through 6th grade, ideally held in each of NCLAC’s 5 service parishes. Classes meet from 9am to noon, with classes in 2D, 3D art, and drama. Camps are taught by paid teachers, lead by a paid coordinator, and assisted by volunteers. This Committee begins meeting in March to secure camp locations and supplies, work with NCLAC staff to recruit teachers, coordinators, volunteers, to plan the camp dates, and disseminate camp flyers and registration forms to schools and other interested groups around the region. Committee work is normally done by August.
Parish Outreach Programs: My Vision, My Voice & Drama Warehouse (MVMV & DW) Each of these programs is held when funding is available, rotate through our out-lying parishes (Bienville, Claiborne, Jackson, and Union), and target junior high and high school students. Each of these programs is normally lead by one to two paid instructors. My Vision, My Voice combines reading, writing and photography through a 5-week series of photojournalism workshops held in the fall. Drama Warehouse combines reading, writing and performing arts through a 5-week series of theatre workshops held in the spring. It is the primary duty of the Committee to make sure these important outreach programs do not fall by the wayside of NCLAC’s busy year of Lincoln Parish-based events. This Committee does this by meeting as needed to aid NCLAC staff in selecting a community partner (a group that already works with the youth target group and will bring the youth to the workshop), in securing workshop venues and supplies, recruiting teachers and volunteers, and planning workshop dates.
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COMMITTEES & OTHER VOLUNTEERS 3. Exhibition Committees Galleries One of NCLAC’s earliest goals was to provide exhibition opportunities to local artists. This Committee focuses on the quarterly rotating shows at Parish Press, which normally features emerging artists and students, and the Dixie Center Lobby, which we use to showcase out-lying parish artists. Artist applications are accepted each spring for the exhibition year, and juried by the Committee. This Committee can do all of their work remotely, reviewing exhibition candidates via email correspondence with NCLAC staff. The Committee may also provide professional feedback and guidance to artists regarding the professionalism of their portfolios after they have been reviewed. In the case that an accepted artist backs out of their exhibition contract, this Committee may be called to convene to recruit an artist or artist group to replace them.
Peach Art Exhibit (PAE) Held each June as part of the events leading up to the Louisiana Peach Festival held in Ruston, artists of all ages submit work and compete for cash awards and ribbons. This Committee begins meeting 3-4 months before the event to secure an Exhibition Juror; reserve the venue space; order the ribbons; solicit individuals and businesses to sponsor the awards; preside over the Opening Reception; recruit volunteers who will check in and hang the artwork, provide food for the Opening Reception, check out artwork, and break down the show when it is done.
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COMMITTEES & OTHER VOLUNTEERS 4. Event Committees Silent Auction (SA) Held in conjunction with the annual Krewe of Allegro’s Mardi Gras Ball (always held ten days before Mardi Gras), donated artwork, items, and services are auctioned to raise money for NCLAC’s general operations. This Committee involves a lot of behind the scenes work as it meets over a 2-3 month span before the event to determine what sort of items to solicit for the Auction, to find donors for these items, create packages and written presentations for the items, and to coordinate the display of items and volunteers that will monitor and handle the sales of items during the Ball, and clean up the display after the Ball is over.
ARToberfest (ART) Held each October, NCLAC’s popular beer-tasting fundraiser celebrates the craft of beer brewing. Local home brews as well as a large variety of micro-brewed and manufactured beers are served to ticket holders, and the local brews compete for various superlative awards. Dinner plates are served to VIP ticket buyers early in the evening, while snack foods are served the rest of the evening during live entertainment. This is a large social-event. The Committee begins planning 6 months before and up to the event. It makes the call to local brewers, secures the venue, dinner plate caterer, snacks, non-local beers, musicians, volunteers, and items like tables, chairs, glasses, etc. needed for the evening, and then coordinates the evening with the aid of NCLAC staff. Event proceeds go to support the Holiday Arts Tour.
Holiday Arts Tour (HAT) Held each November, Holiday Arts Tour is a local economy boosting event. Artists of various genres are hosted by local merchants for a weekend of arts, music and shopping. The Tour also tries to include free art-related activities for children, free musical performances by regional talent, and open studios of area artists. This Committee begins meeting in August to plan the event; recruit artists, downtown merchant hosts, musicians, and volunteers; manage the event that weekend; and assist with web promotion leading up to the event.
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COMMITTEES & OTHER VOLUNTEERS Additional Committees These Committees are primarily concerned with the regulation of the Board: Nominating This Committee is responsible for selecting Board Member candidates that will be nominated and voted upon at the Annul Meeting. Committee members are elected by the Board, and serve for one year, but may be re-elected. Ideal Committee members keep an eye out for potential Board members year-round and greatly improve and help to maintain the health of the Board through their thoughtful nominations. This Committee may meet in person near the end of the year to discuss candidates, or correspond via phone/email.
Executive This Committee is made up of the Board’s Officers and meets when it deems there are organizational issues that go beyond any Committee’s breadth to address and correct, including issues with Board Members, and/or staff.
Additional programming is administered by NCLAC’s staff, with Board input and aid solicited as needed.
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NCLAC BY-LAWS Article I Name The name of this corporation shall be the North Central Louisiana Arts Council, established in accordance with guidelines for a 501 (c) (3) nonprofit organization. Article II Purpose A.This corporation is organized and formed to enhance and promote participation in and awareness of the arts and humanities in north central Louisiana including the five parishes of Lincoln, Bienville, Claiborne, Jackson, and Union. B. Mission Statement: The North Central Louisiana Arts Council, believing that the visual, performing and literary arts are a necessary enhancement for all individuals, seeks to enrich the region by fostering opportunities for creative expression; to establish a strong presence of the arts wherein the artists, arts organizations and community can thrive; and to share our diverse cultural heritage, celebrating not just who we are, but what we can become. Article III Membership A. The membership of this council shall consist of those classes listed below. They shall comply with the requirements for membership as set forth in the by-laws. Membership in the council will be accepted after meeting the requirements and upon payment of any dues which may be levied and approved by the board of directors. B. Classes of membership: The arts council shall consist of two classes of membership. The board of directors shall establish dues as it may deem desirable, from time to time, for each category of membership. 1. Active: a. Individual – Any person interested in the arts is eligible for individual membership. Each individual member is entitled to one vote at the annual membership meeting. b. Organizational – An organizational membership is open to any non-profit organization, agency, or group which supports the purposes of the council. Each organizational member is entitled to one voting representative at the annual membership meeting, and this representative shall be selected by the organizations and so designated in writing. c. Patron – This is open to any business, individual, agency, or group interested in the arts. Patron members shall have one vote at the annual membership meeting. d. Benefactor – This is open to special contributing friends of the council. Benefactor members shall have one vote at the annual membership meeting. 2. Honorary: The board of directors may elect honorary members to the council. Honorary members may be individuals as well as corporations and organizations and shall have no voting right. C. Terms of membership: 1. Active members shall enjoy membership in the council for the current fiscal year from the date of approval of their membership. Dues shall be payable upon application for membership and (at the beginning of each fiscal year) are to be renewed annually. 2. Honorary membership shall be for life. 15
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NCLAC BY-LAWS Article IV Board of Directors: Classification of Membership and Composition A. Powers: This council shall be administered by a board of directors which shall have all corporate powers necessary to transact the business and accomplish the purposes of the council from any source; the power to own, buy, sell, mortgage, lease, exchange, manage, or otherwise control and dispose of the assets of the council, both movable and immovable; and the power to borrow such sums as deemed advisable, with or without security, on such terms and conditions as it shall see fit. (Article V and Article VIII) The board of directors shall have the sole authority to hire an executive director who shall have the sole authority to hire and fire such additional staff as authorized by the board. In the absence of an executive director, the board shall have sole authority to hire and fire such staff as the board deems necessary. The board of directors is responsible for planning, coordinating, evaluating, and administering the programs of the council. B. Membership: The board of directors shall be composed of fifteen (15) to thirty-five (35) active council members, chosen in such a fashion that all the major arts disciplines and geographical areas within the membership of the council will have representation on the board. 1. Term of office – The term of office for members of the board of directors shall be three (3) years, beginning and ending at the time of the annual meeting (Article IX), with approximately one-third of the board rotating off each year. Members of the board of directors are eligible for re-election (Article V, section B). 2. Election – At the annual meeting, members of the council shall elect successors to those members of the board of directors whose terms are expiring. The election shall be from a slate presented by the nominating committee (Article VI, Section B, l). Nominations may be accepted from the floor with the prior consent of the nominee. Proxy or absentee ballots will not be permitted. 3. Ex officio members – At its discretion, the board of directors may elect ex officio members from nominations submitted by the executive committee. 4. Vacancies – Vacancies on the board of directors may be created by resignation, removal from the area, or automatically by board member’s missing three (3) consecutive meetings without having secured the approval of the board for their absence. The board of directors by a vote of those members present and voting may declare a vacancy in the instance of a board member’s having been derelict in his/her duty. All vacancies on the board may be filled in the interim between elections by the vote of the board of directors. C. Meetings: 1. Regular meetings – The board of directors shall hold regular meetings (at least six per fiscal year) at a time and place to be decided upon by the board of directors. 2. Special meetings – Special meetings of board of directors may be called at any time by the president, or upon request of any five (5) members of the board of directors, provided that actual notice shall have been given to each board member prior to such meeting. 3. Notice – Written notice of the time and place for the special meeting, accompanied by an agenda of items to be considered, shall be sent to each member of the board of directors at least three (3) days prior to the meeting, except in the case of emergency meetings that may be called by the president within his discretion. 4. Quorum – At all meetings of the board of directors, a majority of those present and voting shall decide all questions, except those where a larger vote is required by the by-laws. 5. Agenda – The agenda for all regular meetings shall be circulated to the board members prior to all regular meetings.
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NCLAC BY-LAWS D. Financial benefit: No member of the board of directors, nor any member of his immediate family, as defined by the board of directors, shall benefit financially in any way from any program or operation of the council, unless a prior authorization has been given by a two-thirds vote of the board of directors present at the meeting in which the request for such authorization is being made. E. Voting: There shall be no voting at any board meeting of the council or at any meeting of any subdivision thereof by proxy, absentee ballot, or by telephone. Article V Officers of the Board of Directors A. Composition: The officers of the board of directors shall consist of a president, vice-president, recording secretary, corresponding secretary, and treasurer. B. Election and terms of office: The officers of the council board of directors shall be elected by the board of directors after the annual membership meeting. The officers shall serve for three (3) years and take office immediately upon election. Officers may be reelected. C. Duties: 1. President – The president shall preside at all meetings of the council and the board of directors. The president may appoint committees and designate their chairperson with the concurrence of the board. The president shall serve as an ex officio member of all committees except the nominating committee. The president shall have general and active management of the business of the council and shall exercise general supervision over all its affairs. Together with the treasurer, the president shall sign all the contracts and leases approved by the board of directors. The president shall see that all orders and resolutions of the board of directors are executed, and shall present and distribute at the annual membership meeting a written report of the progress, activities, and financial status of the council for the past year. 2. Vice-president – The vice-president shall preside at all meetings in the absence of the president. He/She also shall have all of the powers and perform all of the duties of the president in his/her absence or in the event of his/her inability to perform. He/She shall have a major committee responsibility and assume such other duties as the president may from time to time assign him/her. He/She shall succeed to the presidency if a vacancy should occur in that office in the interim. 3. Recording secretary – The recording secretary shall keep full minutes of all meetings of the council and the board of directors, including the record of attendance. The recording secretary shall be responsible for maintaining a complete file of all important records including a complete list of all names and addresses of members of the council. 4. Corresponding secretary – The corresponding secretary is responsible for the personal correspondence of the board of directors and the executive committee. 5. Treasurer – The treasurer shall have charge of the funds of the council and shall secure their deposit in such banks, vaults, and other companies as shall be designated by the board of directors. All bills of the council shall be paid by check signed by the treasurer, president, or executive director, except checks in amounts over $300.00 which will require two signatures, the executive director, treasurer or president. The treasurer shall present a report of accounts to the board of directors at its regular meetings. This report shall be in a form approved by the board and shall present a clear statement of the assets and liabilities, receipts and disbursements, and bills outstanding. The treasurer shall be responsible for the operation of approved methods of accounting. Following the close of the fiscal year, the treasurer shall submit a complete financial report to the council at the annual membership meeting. The treasurer shall serve as chairperson of the 17
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NCLAC BY-LAWS finance committee. He/She shall sign with the president all contracts and leases approved by the vote of the board of directors. Article VI Committees A. Committees shall be formed by board members and community volunteers as necessary to accomplish the work of the council. Each committee shall have at least one board member. B. Standing committees: The committees listed below shall be chaired by members of the board of directors. The board of directors may establish other standing committees from time to time as it deems advisable to accomplish the work of the council. 1. Finance – There shall be a finance committee that shall, with the assistance of the executive director (if appointed, otherwise the president), president, vice president and treasurer, prepare each year a budget for the expenditure of funds by the council and shall submit it to the board of directors for its approval. It shall recommend to the board the fund raising goal for the succeeding year. 2. Membership – This committee shall be responsible for maintaining a current membership list and shall be responsible for submitting an annual program for membership expansion. The recording secretary shall serve as chairperson of this committee. 3. Fund raising – This committee shall be in charge of raising monies needed for the operating and capital expenses of the council as determined by the board of directors and recommended by the finance committee. It will be responsible for soliciting both private donations and assisting in locating potential private and public grant funds. C. Elective committees: 1. Nominating – The nominating committee shall be composed of five (5) members from the council. The nominating committee shall be elected at the annual meeting of the council. Nominations may be made from the floor with prior consent of the nominees. The term of office shall be one year, with eligibility for election to a second successive year. The names of the persons nominated for the succeeding nominating committee shall be included in the call for the annual membership meeting. The nominating committee shall be responsible for preparing the slates for the election of the board of directors and the succeeding nominating committee. 2. Project Committees – The president shall have the authority, with the approval of the board of directors, to appoint such special committees and their chairperson from time to time as are necessary to implement the work of the council. These project committees shall have such powers, duties, functions, and terms of existence as shall be prescribed by the president with the approval of the board of directors. D. Membership of committees: With the exception of the nominating committee, all committees will be composed of at least one board member with other members being council members and/or community volunteers. E. Ratification: Any and all acts of any and all standing and special committees shall be subject to ratification by the board of directors at the next scheduled meeting of that body. F. Quorum and Act: Those committee members present and voting shall constitute a quorum of that committee. Any act of the majority of those present and voting shall constitute an act of that committee. G. Notice: Each member of any committee shall be notified of the time, date, and place of each meeting prior to the meeting.
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NCLAC BY-LAWS Article VII Staff A. There may be a professional staff and a clerical staff to administer and manage the affairs of the council under the authority of the board of directors. B. Professional Staff, Clerical Staff, and Interns: There may be an executive director and such other personnel as the board of directors may determine to be necessary to administer properly the programs of the council. 1. Executive Director – The executive director shall be selected by the board of directors and shall serve at the pleasure of the board. This director will be responsible directly to the president of the council. He/She shall have the ultimate responsibility for administering the affairs of the council, and to this purpose his/her authority shall include, but not necessarily be limited to the following: a. Providing administrative direction to the council. b. Conducting the day-to-day affairs of the council. c. Administering the personnel affairs of the council, including the authority to employ and release all other staff persons besides himself/herself, in accordance with any rules and procedures which may be adopted by the board of directors. d. Administering the legal affairs of the council. e. Administering all programs and projects operated by the council, and providing counsel and assistance as requested to all programs and projects operated by members of the council. f. Attending and participating in discussion in all meetings of the board of directors except where matters of his/her own employment are concerned. g. Attending and participating in all committee meetings as deemed advisable. h. Attending to all media matters of the council. 2. Other professional/clerical staff and Interns – Additional staff shall be employed by the executive director, as shall be determined necessary by the board of directors. They shall be assigned such duties as the executive director may determine, provided that any rules and procedures adopted by the board and relating to their positions are adhered to. Article VIII Operation A. Board and Staff Responsibility: While the responsibility for the administration of the affairs of the council rests with the board of directors, in the event there is an executive director and staff, the staff of the council shall be charged with the responsibility for the development and presentation of proposed operations to the board of directors. The board of directors shall have the authority to determine major personnel, fiscal, and program policies. The staff shall have the responsibility to implement these policies adopted by the board. B. Project proposals: All project proposals, whether originating from within the membership of the council or of its committees, or from outside sources shall first be submitted to the board of directors, who may, in turn, submit them to the proper committee for evaluation, as deemed advisable. Final authority for approval of all projects rests with the board of directors, which is also charged with the responsibility for compliance with all conditions attached to program grants.
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NCLAC BY-LAWS Article IX Annual Meeting A. The annual membership meeting of the council shall be held in early December of each year at a time, date, and place to be specified by the board of directors. B. Composition: The annual membership meeting of the council shall be attended by all classes of membership of the council with one vote per unit as outlined in article III A. l. hereinabove. The annual meeting shall be open to the public. C. Notice: Notice of the annual membership meeting shall be given in writing to all of the members of the council at least fifteen (15) days prior to the meeting. The notice shall contain the date, time, and place of the meeting, as well as be accompanied by an agenda of the business to be transacted, plus slates for all elections to be held. The agenda shall include annual reports from the president (Article V) and from the treasurer, and the election of new board members and a new nominating committee. No items not included on the agenda may be presented at the annual membership meeting except at the discretion of the president. D. Quorum: A simple majority of those present and voting shall constitute a quorum for the transaction of business at the annual membership meeting. E. Other meetings: Additional meetings of the council may be held on the call of the president, or ten (10) per cent of the council stating in writing their desire for a meeting and reasons for it, provided that proper written notice shall have been given to the entire membership of the council at least fifteen (15) days prior to the meeting, together with an agenda for the meeting. No other business shall be transacted at the called meetings except that listed on the agenda, except within the discretion of the president. Article X Amendments These by-laws may be amended at any meeting of the board of directors (Article IV) by any two-thirds (2/3) vote of the members present and voting, provided that the members of the board of directors have been notified in writing of the proposed amendments at least ten (10) days prior to the meeting. All by-laws amendments must be ratified by the general membership at the next called or annual meeting. Article XI Dissolution Dissolution of this council shall comply with the provisions of the articles of incorporation.
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