Loading...
11/01/2006 - Bylaws - City Council - Art Council Ad Hoc Committee ihise ARTS COUNCIL P-1 DRAZOS VALLEY ‘latip BYLAWS PROPOSED Revised November 2006 (61/ ARTS COUNCIL, REVISED PROPOSED Pr 'Wednesday, Aril 18, 2007 % cy BRAZOS VA L,L.E CONTENTS Article I - ENTITY 3 Article II — EXISTENCE 3 Article III — PURPOSE 4 Article IV — RESTRICTIONS 5 Article V - MEMBERSHIP 6 Article VI - GOVERNANCE 8 Article VII - COMMITTEES 12 Article VIII - COUNCIL MEETINGS 13 Article IX - EXECUTIVE DIRECTOR 14 Article X - FINANCIAL ADMINISTRATION 15 Article XI - COMPENSATION, INDEMNIFICATION AND AMENDMENTS 16 Article XII — BYLAWS AND PERSONNEL POLICIES 16 Article XIII - CERTIFICATE OF SECRETARY 17 Page 2 of 17 REVISED PROPOSED A RT S ., C:.> I l C: I L. ` VA l 'ritrtecl�: `S�r'cclxye�ci.�t- April 18, 2007 BRAZOS LLLY BYLAWS These BYLAWS for the Arts Council of Brazos Valley, Inc. were accepted and executed on by the Board of Directors and in accordance with the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Article I - ENTITY The name of the organization shall be: THE ARTS COUNCIL OF BRAZOS VALLEY, Inc. hereinafter referred to as The COUNCIL. Section L The COUNCIL shall have its registered and principal offices at: 2275 Dartmouth Street College Station, TX 77840 U.S.A. Section IL The COUNCIL may have other such offices as the Board may determine or as the officers or authorized staff of The COUNCIL may require from time to time. Section III. The COUNCIL will conduct business under the Federal Employer Identification Number: 74- 1672466 Section IV. The COUNCIL shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board and shall keep at the principal office a record giving the names and addresses of its members of the Board. All books and records of The COUNCIL are available for review for any proper purpose given reasonable notice. Article II - EXISTENCE Section L Existence: The COUNCIL shall have perpetual existence. Section II. State of Business: The COUNCIL shall exist as a public charity under the laws of the State of Texas. Section III. Federal Jurisdiction: The COUNCIL shall exist as a public charity under Section 501(c)(3) of the Internal Revenue code. t Page 3of17 ARCS OU l C I L REVISED PROPOSED Primed: A ' ednesday, April 18, 2(0)7 <,1 B1, A1OS VALLEY Section IV. Mission Statement: The Object of The COUNCIL shall be in accordance with the established mission statement: To make the arts accessible to all citizens and visitors in the Brazos Valley through funding, promotion, advocacy, and partnership building. Section V. Purpose: The COUNCIL shall serve the residents, businesses, government agencies and visitors of the Brazos Valley. An area consisting of Brazos, Burleson, Grimes, Leon, Madison, Robertson and Washington counties as defined by The Council of Governments and the State of Texas. Article III - PURPOSE Section L Sponsorship: The COUNCIL shall be sponsored and controlled by its Board of Directors and Executive Director as set forth below. Section IL IRS Status: The COUNCIL is organized exclusively for charitable purpose as relating to the Mission Statement outlined above and in accordance with the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Section III. Restrictions: The purpose of The COUNCIL is expressly limited by the restrictions set forth in Article III and Article IV of these BYLAWS. Section IV. Organization Type: The COUNCIL shall be a membership organization without stockholders nor have shares issued. Membership guidelines as outlined below in Article V. Section V. Management: The COUNCIL shall be managed by an Executive Director with responsibilities and duties as outlined below in Article IX. Section VI. Purpose: The purpose for which The COUNCIL is created it to perform certain functions traditionally associated with regional arts councils. To accomplish this purpose, The COUNCIL shall be engaged in activities relating, but not limited to: a. Supporting and fostering the activities and programs of The COUNCIL's affiliate organizations. b. Recognizing a strong dynamic arts and cultural community benefits the entire community, The COUNCIL will directly involve itself in the Page 4 of 17 (4 : NC REVISED PROPOSED L Primed: U ednesda y-, April 18, 2007 4sl Bi AZO S VALLEY E I _A AWS community in order to create an environment where people want to live, work and play. c. Celebrating and promoting the arts, culture and heritage of the Brazos Valley. d. Celebrating and promoting the diversity and uniqueness of the Brazos Valley. e. Act as the primary source for residents, businesses and visitors seeking information on the arts, culture and heritage activities within the Brazos Valley. f. Represent the arts, culture and heritage of the Brazos Valley, often as the catalyst for business, programming and networking opportunities and represent the arts, cultural and heritage needs in the Brazos Valley. g. Acting as a collective voice, The COUNCIL will speak from a broad framework embracing residence, businesses, political and tourist concerns. h. Fostering viable economic growth and activity in the community. i. The COUNCIL will provide bottom line programs for arts, culture and heritage based businesses large and small and fight for pro -arts legislation and form public and private alliances. j. The COUNCIL will provide leadership in civic and social programming through innovative programs, addressing arts, culture and heritage concerns, education, crime prevention, business development and other community and development issues which have an impact upon the overall quality of life in the Brazos Valley. Section VII. Jurisdiction: The COUNCIL recognizes it is expressly prohibited from engaging in any activity that would be inconsistent with the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Section VIII. Activities: None of the above - stated activities of The COUNCIL shall be construed as other than for the purposes of fostering the ideals set forth by the Mission Statement as outlined above. Article IV - RESTRICTIONS Section I. Earnings: No part of the net earnings of The COUNCIL shall inure to the benefit of, or be distributed to, any member of the Board of Directors, Executive Director or any sponsor, donor, creator, director, officer, employee or other private persons, except that The COUNCIL shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these BYLAWS. kraw Page 5 of 17 � REVISED PROPOSED PT'S +Ot N � 1 P r i nted: \\:'cd.nesday April 18, 2007 Ai "I BRAZOS VALL Y BYJAWS Section II. Prohibitions: Under the Internal Revenue Code, all Section 501(c)(3) organizations, and therefore The COUNCIL, are absolutely prohibited from the following political and legislative activity: Section II -A. Political Campaigns: The COUNCIL is absolutely prohibited from directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office. Contributions to political campaign funds or public statements of position (verbal or written) made on behalf of the organization in favor of or in opposition to any candidate for public office clearly violate the prohibition against political campaign activity. Section II -B. Lobbying: No substantial part of the activities of The COUNCIL shall be the carrying on of propaganda, or otherwise attempting to influence legislation. Section II -C. Endorsements: The COUNCIL shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section III. Legal Governance: Notwithstanding any other provision of these BYLAWS, The COUNCIL shall not carry on any other activity not permitted to be carried on by: a. An organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code; or b. An organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code; or c. A charitable entity organized and governed under the laws of the State of Texas. Article V - MEMBERSHIP Section L Organization Type: The COUNCIL shall be a membership organization without stockholders nor have shares issued. Section II. Membership: COUNCIL membership will consist of the following: Active Member: Any individual, artist or corporate entity may become a member of The COUNCIL, subject to approval by the Board of Directors of The COUNCIL, and upon payment of dues as established annually by the Board in conjunction with the Executive Director. Page 6 of 17 y c REVISED PROPOSED kale 'I S r , N ` 1 1 J Printed We� April 18, 2007 Pi BRAZOS VALLEY B'Y1.AWS Active members are categorized according to the membership level at which they join The COUNCIL. These are: 1. Friend 2. Program Supporter 3. Board Supporter 4. Council Leader 5. Presidential Circle 6. Council Champion The amount of membership dues and the corresponding benefits and /or restrictions are to be determined by the Executive Director and are subject to Board approval or revision. Affiliates: Any 501(c)(3) non -profit organization may apply for affiliate membership. Approval is based upon compliance with The COUNCIL's Mission Statement as outlined above and as established by the Board, and the organization's nonprofit status according to the rules of the Internal Revenue Service. Affiliates will remain in good standing upon payment of their annual dues in accordance with policies established by the Board. Associate: Any artist, gallery or other arts, cultural or heritage professional living and working within the Brazos Valley. This category of membership is designated solely for businesses and organizations in the arts and cultural fields which are not granted or eligible for not -for- profit tax exempt status under Section 501 (c)(3) of the IRS Code and for artists who can prove that no less than 75% of their gross annual income is derived from the sales, execution or other implementation of their art or craft. Associate membership of The COUNCIL is subject to approval by the Board of Directors of The COUNCIL, and upon payment of dues as established annually by the Board in conjunction with the Executive Director. Termination of Membership: Membership may be terminated voluntarily by the member or involuntarily by the Board of The COUNCIL in accordance with rules of member conduct as enacted by the BOARD. Section III. All other perks, privileges, rights, responsibilities and restrictions of members, affiliates and associates shall be developed and instituted by the Executive Director and are subject to approval by the Board of The COUNCIL. Page 7 of 17 4 terse (iN7 REVISED PROPOSED !'�. "I" N{ IIw Printed: Wednesday April 18, 2007 '>> B1 . ZOS VALLEY Article VI - GOVERNANCE Section L Board of Directors: The COUNCIL shall be governed by the Board of Directors. Section I -A. Composition: The Board shall consist of no less than twelve nor more than fifteen Board Members. All Board Members must be members in good standing with The COUNCIL and must be residents of the Brazos Valley, Texas. Section I -B. Eligibility: The prospective Board Member must be a member in good standing of The COUNCIL and may not be an officer or on the governing body of an Affiliate Member of The COUNCIL. Section I -C. Election: The Nominating Committee shall present a list of nominees for Board Membership to the Board fourteen days before the regularly scheduled Board Meeting in August of the calendar year. IOW Members of the Board shall be in good standing with The COUNCIL and shall be elected by the Board no later than August 31 of the calendar year and shall be introduced to The COUNCIL at its annual meeting in September of the calendar year. One third of total Board Membership shall be elected annually. Section I -D. Term: Each Board Member shall serve a three -year term until a successor is elected. Should a vacancy arise on the Board of Directors, the Executive Committee will nominate one or more persons to serve as a Director until the expiration of the term of office of the person vacating expires. These nominations will be presented to the President. At the next succeeding meeting of the Board of Directors, a vote shall be held naming one person from the nominations presented by the Executive Committee for each vacancy. The President shall then offer the candidate selected the opportunity to serve as a Director. Section I -E. Removal: The Board may remove any Board Member, with or without cause, with a two- thirds majority vote of the current Board Members. Section I -F. Duties and Responsibilities: 1. The Board shall regulate their duties among themselves. 2. Governance of The COUNCIL. Without prejudice to the other provisions of these BYLAWS, The Board shall be responsible for Page 8 of 17 REVISED PROPOSED y (N ' s °' }U N { 1.. Printed: V, ednescic+��-, A ni 18, 2007 B AZOS VALLEY I supervising the policies of The COUNCIL and the actions of the Executive Director and the general course of events in The COUNCIL and the enterprise associated with it. 3. Employment and review of the Executive Director. 4. Assist the Executive Director by providing leadership, guidance and advice in the performance of his /her duties. 5. Ensuring financial oversight of The COUNCIL 6. Approval of an annual budget and changes thereto. 7. Use, Maintenance and Disposition of real property and equipment. Section II. Executive Committee of The COUNCIL: Officers of The COUNCIL shall be the Executive Committee consisting of: • The President • President -elect • Treasurer • Secretary • Vice President of Affiliate Relations • Immediate Past President (ex officio). kiloe Section II -A. Election: The Nominating Committee shall present a slate of the Executive Committee to the Board for election by August 31 of the calendar year. See Article VI, Section lc. Section II -B. Term: The term of office for Executive Committee members is one year; The COUNCIL year shall begin October 1 and shall end September 30. Vacancies among the officers shall be filled for the remaining term by the President, subject to approval by the Board. Section II -C. Removal: The Board may remove any officer, with or without cause, with a two- thirds majority vote of the current Board Members. Absence by any Board Member for three consecutive regularly scheduled Board meetings may cause dismissal of the absentee Board Member. Section II -D. Duties and Responsibilities: The Executive Committee shall regulate their duties among themselves. General duties will consist of: The President shall preside at all meetings of the Board and shall have such other powers and perform such other duties as the Board shall designate or as may be provided in these BYLAWS or applicable law. The President shall serve as Chairman of the Page 9 of 17 REVISED PROPOSED ARTS C t..J C I L. 1 'r�intcd:Wednesday, April 1$, 2 { }07 01 BRAZOS VALLEY BYI..A:WS Executive Committee and ex- officio member of all other committees. The President -Elect may, in the President's absence or inability to act, exercise the powers of the President, except as otherwise determined by the Board. The President -Elect shall succeed the President in that office. The Treasurer shall consult with the Executive Director and make a financial report to the Board at each regularly scheduled meeting. The Treasurer shall also serve as a chair of the Finance Committee. The Secretary shall ensure that a record of all Board minutes is maintained, and shall perform other duties as authorized by the President. Vice-president of Affiliate Relations shall, in collaboration with the Executive Director, act as one of the official intermediary between the Board and The COUNCIL affiliates. Further responsibilities shall include coordinating and presenting new applications for affiliate status, speaking to the Board on behalf of the affiliates, representing affiliates who apply to The COUNCIL for funding and any other Council /affiliate related issues as they may arise. Immediate Past President (ex officio) in order to provide for continuity and history, shall consult with the current President and Executive Director to provide leadership guidance and support as well as insight gleaned while President and shall have such other powers and perform such other duties as the Board shall designate. Section II - E. Authorities and Representations: The Executive Committee, and its individual members, shall have the right and authority to represent The COUNCIL in any forum public or private and has the authority to vest this power of representation to any active member of The COUNCIL provided two or more members of the Executive Committee agree to authorize said power of representation. This authorization is subject to approval and /or revocation by the Board of Directors. Section II - F. Reporting: the members of the Executive Committee shall be obliged to provide, to the best of their knowledge and ability, all information requested by a member of The Board. Page 10 of 17 REVISED PROPOSED ARTS `Ol NC 1 T. ,� °` Printed: Wcdrresti:�y, Al7ril 18, 2007 � BRALOS \'A1 LEY BYLAWS Section II -G. Attendance: Members of the Executive Committee shall attend the meetings of the Board and shall be bound on that occasion to provide to the best of their knowledge and ability all information required about The COUNCIL's affairs. Section II -H. Discharge of Duties: if one or more members of the Executive Committee are unable to discharge their duties or one or more vacancies exist, the remaining member or members as the case may be, shall be charged with the entire management of The COUNCIL until such time as a special meeting of the General Active Membership can be called to vote for a replacement of the Executive Committee vacancy. Section III. Representation: The Board, and its individual members, shall have the right and authority to represent and advocate for The COUNCIL in any forum public or private; with the following restrictions: Section III -A. Declarations: At no time may a Board member dictate, announce, discuss or otherwise publicly declare Council policy or programs without the expressed consent of the Board and the Executive Director. Section III -B. Commitment of Resources: At no time may a Board member commit Council resources, financial or otherwise, without the expressed consent and approval of the Board and the Executive Director. Section III -C. Spokespeople: The President and the Executive Director shall, at all times, remain the official spokespeople for The COUNCIL, the Board and all committees. Section III -D. Confidentiality: It is understood all business conducted by and between members of the Board, the Executive Director and staff are to be kept in the strictest of confidence. At no time may Board members or staff discuss The Council business with any individual or organizational representative other than a current Board member in good standing or the Executive Director. Section IV. Records Access: Each member of The Board shall have access to The COUNCIL's offices and have the right to inspect The COUNCIL's books, records, funds or other business during regular business hours. Section V. Register: A register shall be kept in The COUNCIL's office in which the names and addresses of all governing officers and the executive committee are Page 11 of 17 REVISED PROPOSED U N I L Printed: Wednesday, April 18, 2007 44 B R AZO \'A LLEY BYLAWS AWS recorded. These records shall state the date on which they were elected and shall be kept up to date by the Secretary of the Board and the Executive Director. Article VII - COMMITTEES Section I. Committees /Ad hoc Committees: There shall be an Executive Committee, Grants Review Committee, Finance Committee, Nominating Committee, and such other committees as the President of The COUNCIL, with the approval of the Board of Directors, may from time to time determine and implement. The President of The COUNCIL may name any such ad hoc committee(s) and its membership as determined necessary. Section II. Executive Committee: The Executive Committee shall consist of the Officers of The COUNCIL: ➢ President ➢ President -Elect ➢ Treasurer ➢ Secretary ➢ Vice - president of Affiliate Relations ➢ Immediate Past President (ex- officio) ➢ The President, at his/her discretion, may appoint a Board member in good standing as a member -at- large. The President shall serve as Chairman of the Executive Committee and may call Executive Committee meetings between meetings of the Board. The Executive Committee shall consult with the Executive Director on all budgetary and policy matters, and shall have powers of the Board in the governance of The COUNCIL, except in such matters as the Board has by resolution reserved unto itself. All actions by the Executive Committee shall be reported to the Board at its next meeting and shall be subject to approval by the Board. A quorum of the Executive Committee shall consist of a majority of its voting members. The term of office for Executive Committee members shall be for one year. Section III. Grants Review Committee: The President shall appoint up to seven voting members to the Grants Review Committee. The President shall designate one voting member to act as Chairman and such voting member shall preside over the Grants Review Committee. Three members of the Grants Review Committee shall have two -year terms expiring in even years. Four members of the Grants Review Committee shall have two -year terms expiring in odd years. Meetings shall be called by the Chairman of the Grants Review Committee in consultation with the President and /or the Executive Director. Recommendations by the Page 12 of 17 REVISED PROPOSED rl/ .� � � 1ltii 1 Printed: cdnesday, April 18, 2007 'p1 BRAZOS VALLEY BYLAWS Grants Review Committee shall be reported to the Board of Directors at the first meeting following completion of the Grants Review Process and shall be subject to revision and approval by the Board. The President may appoint ex- officio members to the Grants Review Committee from the community or local governmental bodies. Section IV. Finance Committee: The President shall appoint the Treasurer and two Members to the Finance Committee. The Treasurer shall be the Chairman of the committee. The Finance Committee shall consult with the President and the Executive Director on all budgetary and business affairs of The COUNCIL and is charged with presenting an annual budget for consideration and approval by the Board. The term of office shall be one year. Section V. Nominating Committee: The Nominating Committee and Chairman shall consist of five individuals total appointed by the President not less than ninety (90) days prior to the election. The term of office shall be one year. Recruitment of nominees includes consulting with the Board prior to obtaining permission from the candidate to present the candidate's name to the current Board for consideration. Section VI. At -large Committee Members: The President, Executive Director and /or Committee Chairs may, at their discretion, solicit and /or appoint At -large committee members from within the Brazos Valley community — regardless of Council Board affiliation. These At -large members are subject to Board approval. Article VIII - COUNCIL MEETINGS Section I. Annual Meeting: The Annual Meeting of The COUNCIL shall be held during the month of September of each fiscal year for the purpose of presenting the newly elected Board members and officers to the membership, and to present The COUNCIL awards to select members of the community, and to celebrate the arts in the Brazos Valley. Section II. Regular Meetings: In addition to the Annual Meeting, the Board shall meet a minimum of seven times each year, at such hours, and in such place as shall be designated in the notice of the meeting or as agreed upon by a majority of the Board Members. Section III. Special Meetings: Special meetings of the Board may be called by the President. Special meetings may be conducted telephonically or electronically. Page 13 of 17 REVISED PROPOSED Nhe ( � ' 1 l_ Printed: ednesd t , April 18, 2007 "1 �: RALOS 1�.:ALLEY BYI.AWs Section IV. Notice of Meetings: Notice of the Annual Meeting and regularly scheduled Board meetings shall be given at least seven working days prior to the date thereof. Notice of a special meeting of the Board shall be given in sufficient time for Board Members to convene. The notice shall specify the place, the day, and the time of the meeting, and for a special meeting, the purpose. If telephonically or electronically conducted, the day, time and purpose of the meeting shall be given in sufficient time for members to participate. Section V. Quorum: A simple majority of the Board Members shall constitute a quorum for conducting business. Board Members unable to attend a meeting may assign a proxy to another Board Member. When a Board Member arranges to be represented by proxy, the absence is not considered to be excused. If a quorum is not present at any meeting of Board Members, items can be discussed but no action can be taken. Section VI. Parliamentary Authority: The meetings of the Board of Directors shall be conducted in accordance with ROBERT'S RULES OF ORDER. Section VII. Presumption of Assent: A Board Member of The COUNCIL who is k b." present at a meeting at which action is taken shall be presumed to have assented to the action taken unless a dissent shall be entered into the minutes of the meeting or unless a written dissent to such action be filed with the Secretary before the adjournment of the meeting or shall forward such dissent by mail to the Secretary immediately after the adjournment of the meeting. Article IX - EXECUTIVE DIRECTOR Section I. Executive Director: The Board shall employ an Executive Director for such period of time and upon such terms and conditions as the Board shall determine. The Executive Director shall be the chief executive officer and shall have authority to employ and discharge employees. The Executive Director shall exercise such other powers customarily given to the chief executive officer of a business organization. The Executive Director is authorized to make expenditures as described in Article X. The Executive Director shall serve as ex- officio on all committees of The COUNCIL. The duties and responsibilities of the Executive Director shall be further defined by a Job Description. The Job Description shall be reviewed at least annually by the Board. Page 14 of 17 r REVISED PROPOSED k ow A RTS ll N .1.. Printed: i%edne sd:at, April 18, 2007 6 . 1 a RA ZO S VALLEY BYLAWS Article X - FINANCIAL ADMINISTRATION Section I. Fiscal year: The fiscal year of The COUNCIL shall begin on the first day of October and end on the last day of September each year. Section II. Annual Audit: Every year, with in three (3) months of the end of the financial year, unless this period is extended for a maximum of six (6) months by a special vote of the Board on account of special circumstances, the annual accounts shall be drawn up by the Executive Director and staff in collaboration with the Finance Committee of the Board of Directors and submitted for review and approval of the Board. Section III. Federal and State Filings: It is the responsibility of the Executive Director, in collaboration with the Executive Committee, to file all appropriate financial and tax returns with the State of Texas and the Internal Revenue Service. These returns are to be filed in accordance to all rules and regulations of all appropriate taxing authorities regardless of review and approval of annual financial statements by the Board. Section IV. Returns and Financial Records: In keeping with Federal and State mandates, copies of all financial statements and returns shall be recorded and kept at The COUNCIL's office and readily available for review by any individual who should request regardless of affiliation with The COUNCIL. Section V. Contracts: The Executive Director shall present to the Board for review and approval all COUNCIL contracts not included in the approved annual budget. Section VI. Checks or Drafts: Capital and other expenditures over $1,000.00 and not included in the approved budget require Board approval. The procedures for handling all checks, including the number of required signatures, shall be delineated in a separate Financial Policies and Procedures document included in the Personnel Policies. Section VII. Reimbursements: The procedures for handling all reimbursable expenses incurred by The COUNCIL Board Members or staff shall be delineated in a separate Financial Policies and Procedures document included in the Personnel Policies. However, reimbursements to Board Members, the Executive Director or staff in excess of $1,000.00 shall require written approval signed by President or Treasurer of the Board of Directors. Section VIII. Loans to Directors, Officers and Employees. No loan shall be made by The COUNCIL to its officers or directors or employees. Page 15 of 17 C REVISED PROPOSED �. O I N(W I I� Printed: Nkednesdar , April 18, 2007 >, B ALOS V %A LLEY BYLAWS Article XI - COMPENSATION, INDEMNIFICATION AND AMENDMENTS Section I. Compensation: No compensation shall be paid to Board Members for their service. Board Members may be reimbursed for actual expenses incurred in the performance of their duties, or may be paid for their services in a capacity other than as a Board Member, subject to approval by the Board. Section IL Indemnification: The COUNCIL shall indemnify each Board Member or officer in any action, suit, or proceeding to which he or she may be made a party by reason of his or her being, or having been, a member of the Board and to pay any judgment that may result there from, whether ordered by a court or entered into by settlement. Section III. Amendments: These BYLAWS may be amended by the Board at a meeting called for that purpose, provided written notice of the proposed amendment shall be given at least fourteen days prior to such meeting. Such amendment shall require an affirmative vote of two- thirds of the Board. Section III A. Amendments: These BYLAWS may be amended in the manner authorized by law at the time the amendment is proposed. Section III -B. Amendments: Amendments and additions to these BYLAWS are subject to majority vote of approval by the Board of Directors. Section III -C. Legal Jurisdiction: Any amendments may only contain such provisions as might lawfully have been contained in these original articles and are pursuant to the rules and regulations governing public charities under the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Article XII - BYLAWS AND PERSONNEL POLICIES Section I. Development of BYLAWS: The Board of Directors in conjunction with the Executive Director shall develop the BYLAWS of The COUNCIL. Section II. Ratification: Adopted and ratification of the BYLAWS shall be by the Board of Directors. Page 16 of 17 REVISED PROPOSED C I N 7 ARTS C OUN(,tI Printed: Wednesday, kind 18, 2007 of RA'ZOS \' LIFY BYLAWS Section III. Amendments: The Board of Directors is authorized and empowered to alter, amend or repeal the BYLAWS by a majority vote of the Members of the Board of Directors in attendance at any duly called meeting of the Board. Section IV. State and Federal Laws: No BYLAW adopted pursuant to this Section shall be effective if it is inconsistent with The COUNCIL'S mission, purpose or status as a not - for -profit charitable organization governed under the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Section V. Personnel Policies: The Personnel Policies of The COUNCIL shall be developed and adopted by the Executive Director and reviewed and approved by the Board of Directors. Section V - A. A copy of the Personnel Policies is attached. Section VI. Personnel Policy Amendments: The Executive Director, in consultation with the Board of Directors, is authorized and empowered to alter, amend or repeal the Personnel Policies. Section VII. State and Federal Laws: No component of the Personnel Policies adopted pursuant to this Section shall be effective if it is inconsistent with The COUNCIL's mission, purpose or status as a not - for - profit charitable organization under the laws of the State of Texas and Section 501(c)(3) of the Internal Revenue code. Article XIII - CERTIFICATE OF SECRETARY These BYLAWS for the Arts Council of Brazos Valley, Inc. were adopted and executed in this day of , 2006, in College Station, TX. Sue Lee, Secretary Page 17 of 17