Article I

Name

Sec.1 The name of this organization shall be Standing Rock Cultural Arts.

Article II

Purpose

Sec.1  Purpose of Standing Rock Cultural Arts is

1.  To build community through the arts.

2.  To nourish the spirit of creativity by providing events and activities which allow children and the public to explore the arts.

3.  To provide a forum for artists to bring their work to the public through exhibitions, readings, performances, workshops and special events.

4.  To evaluate, plan and propose new programs that will make this a beautiful and efficient region in which the arts can thrive.

5.  To coordinate the projects of local organizations with similar goals.

Article III

Board of Directors

Sec.1.   Number, Manner of Selection, Term of Office.  

   The Board of Directors shall consist of the Officers and no less than two elected Directors.  The Officers shall be President, Vice President, Secretary, and Treasurer.  The Directors shall be elected at the annual board meeting, each year, by the current members.  They shall serve a term of one year.  The President shall serve as Chairman of the Board.

Sec.2.  Qualifications.  

   Members who want to be elected to the Board must submit a letter to the Board stating why they want to be on the Board and the resources they will bring to the organization.

Sec.3.  Vacancies.  

   Any vacancy occurring in the Board of Directors may be filled, until the next annual meeting, by a majority vote of the remaining members of the Board of Directors.  Three absences from meetings of the Boardof Directors without valid reason shall be cause for dismissal from the Board.  

Sec.4.  Powers and Duties.  

  The Board of Directors shall support the Executive Director and the art and educational programs of the organization.   It shall be responsible for implementing the hiring process for Executive Director in the event of a vacancy.  It shall be responsible for the financial stability of the organization.   It shall be responsible for helping to raise the funds necessary to pay the Executive Director and Artistic Director and annual salary. It shall serve as ambassadors of the organization to the community locally, and globally. It shall establish such special committees, as it may deem necessary to carry out our programming.  It shall plan and direct the work necessary to carry out plans for actions as adopted by the board.

Sec.5.   Meetings.  

  There shall be two regular meetings of the Board of Directors annually.  The Executive Director or the Chairman may call special meetings of the Board of Directors and shall call a special meeting upon the written request of one of the members of the Board of Directors.

Sec.6   Quorum.  

A majority of the members of the Board of Directors shall constitute a quorum.

Article IV.

Officers

Sec.1.  Enumeration and Election of Officers.  

  The Officers of the Standing Rock Cultural Arts shall be a President,Vice President, Secretary, and a Treasurer, who shall be elected for a term of one year by the general membership at an annual meeting and take office immediately.  

Sec.2   The President shall act as Chairman of the Board.

   The Chairman shall preside at all meetings of the organization and ofthe Board of Directors.  He/She, along with the Treasurer and Executive Director will be able to sign or endorse checks.  He/She will be the ex officio member of all committees except the nominating committee.  He/She shall have the usual powers of supervision and management as may pertain to the office of Chairman and perform such other duties as may be designated by the Board of Directors.

Sec.3  The Vice President.  

   The Vice President shall in the event of absence or disability of the president possess all the powers and perform all the duties of that office, until such time as the Board of Directors shall elect one of its members to fill the vacancy.  The Vice President shall perform such other duties as the president and the Board may designate.

Sec.4 The Secretary.  

   The Secretary shall keep the minutes of all general meetings and of all meetings of the Board of Directors and shall perform such other functions as may be incident to this office.

Sec.5  The Treasurer.  

   The Treasurer shall be the custodian of the financial accounts of the organization.  The Treasurer will create two financial reports yearly regarding income and expenses.  He/She will maintain records of these reports.  He/She will coordinate with an account to submit the IRS990 tax form at the end of the fiscal year.

ArticleV.

Financial Administration

Sec.1  Fiscal Year.

   The fiscal year of the Standing Rock Cultural Arts shall commence on the first day of January of each year.  

Article VI

Meetings

Sec.1.  Board Meetings.  

   There shall be two meetings of the Board each year. Special meetings may be called at the request of the President or any two Directors at a date, time, and place to be determined by the conveners.

Se.2.  Annual Meetings.  

   An annual meeting of the Board of Directors shall be held the 3rd Sunday of December unless otherwise scheduled by the Board. Officers will be elected and new Board members appointed at the December meeting so that the newly appointed can begin their term in January when other business as may properly come before it is discussed.

Sec.3.  Quorum.

   A majority of existing members shall constitute a quorum at all meetings of Standing Rock Cultural Arts.

Article VII

Nominations and Elections of Board of Directors

Sec.1.  Nominations.  

   Nominations for Standing Rock Board of Directors shall be made throughout the year and submitted and accepted until the July meeting. Nominations will be considered and voted on at the following meeting.

Sec.2.   Elections.  The election shall be by voice vote at the end of the year meeting in November.  A majority vote constitutes an election.   Absentee or proxy voting shall not be permitted.  

Article VIII

Plans for Action

Sec.1.  Plans for Action  

   Plans for action shall be directed to those activities and projects based on the purpose as stated in Article II.   Projects may be proposed by the Executive Director, The Artistic Director, or the Board of Directors.  Normally, one month's notice must be given to the Board of Directors before the meeting at which time a proposal is to be voted upon.  The Board shall oversee committee work and implementation of such plans for action.  

ArticleIX

Governance

Sec.1. Governance Committees.
    The President may designate one or more committees, each of which will consist of one or more Directors and such additional Directors or other persons as the Board of Directors determines appropriate. There shall be at least two (2) standing committees as follows: 
(1) Finance Committee. Shall consist of the President (ex-officio),Treasurer (chair),
  and up to two additional members as nominated by the President and approved by
  the Board of Directors. 

Except for the power to amend the Articles of Incorporation and bylaws, the
  Finance Committee shall have all the powers and authority of the Board of
Directors in the intervals between meetings of the full Board of Directors and is
  subject to the direction and control of the full Board. This Committee is also
responsible for developing and reviewing fiscal procedures,fundraising plans,
and annual budget with Staff and other Directors. 

(2) Communications and Programming Committee. Shall consist of the President (ex-
officio), elected Chair from the Board, and up to two additional members as
  nominated by the President and approved by the Board of Directors. It is charged
  with: 

a.primary responsibility for publicity and visibility in the community;

b.advising staff in the development and execution of programming. 

ArticleX

Amendments

Sec.1.  Amending By-Laws

   These bylaws may be amended by two thirds vote of the board. Amendments must be submitted one month prior to the vote.  

Sec.2.  Rules of order

   Roberts’s rule of order shall be the parliamentary authority.

Article XI

Effective dates and adoption of bylaws

Sec.1.   All sections of these by-laws shall take effect immediately upon adoption by a majority of the board at the end of the year annual meeting.

Article XII

Dissolution of corporation

Sec.1.   In the event of dissolution of the corporation, assets will be distributed to local charitable organizations as seen fit by the board of directors, after all financial obligations are met.