ARTICLE I Name

The name of this nonprofit organization is the Quinebaug Valley Council for the Arts and Humanities (“QVCAH”), known as the Ruth Wells Center for the Arts.

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ARTICLE II Jurisdiction

The Council primarily serves nineteen communities in Worcester and Hampden Counties, Massachusetts, and six communities in Quinebaug Valley, Connecticut.

Massachusetts communities include:

• Brimfield

• Brookfield

• Charlton

• Dudley

• East Brookfield

• East Douglas

• Holland

• Leicester

• Monson

• North Brookfield

• Oxford

• Palmer

• Southbridge

• Spencer

• Sturbridge

• Wales

• Warren

• Webster

• West Brookfield

 

Connecticut communities include:

• North Grosvenordale

• Pomfret

• Putnam

• Quinebaug

• Thompson

• Woodstock

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ARTICLE III Objectives

The purpose of the QVCAH is to:

• Coordinate, promote, and sponsor activities which encourage creative endeavors

• Serve as an educational resource for its members, and provide services that encourage professional standards and practices in the arts

• Cultivate understanding in the arts and humanities within the community

• Enlist the support of persons, organizations, and association which further the general welfare of the Council

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ARTICLE IV Membership and Dues

Membership in the QVCAH is open to any person without regard to race, color, religion, sex, national origin, age, handicap, or sexual orientation, who is interested in the production and/or promotion of the arts and humanities. Those persons who have paid their annual dues, as required by their class of membership, will be considered active members.

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The dues for active membership will be set by the Board of Directors and ratified by a two-thirds vote of a quorum at any Board meeting.

Active membership in the QVCAH will run from the first day of the month in which the correct dues are received (to be known as the member’s anniversary date) until the last day of 11th month there following. Renewal of each membership will continue to be due on an annual basis on the member’s anniversary date.

An annual drive for recruiting new members and lapsed members will be held during the month of October of each calendar year, with a mass mailing postmarked no later than October 31.

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ARTICLE V Meetings

SECTION 1

The Annual Business Meeting will be held on the last Tuesday of September of each year. Board members and committee members are encouraged to participate. The meeting is open to the general membership. If, in any year, the Annual Business Meeting is not held on the last Tuesday of September, the meeting may be held at a later time provided proper notification is given. Proper notification, a printed notice of the meeting stating day, place, time, and agenda, shall be mailed to all members at least 14 days prior to the meeting.

Twenty (20) members constitute a quorum at the Annual Business Meeting.

A majority vote is required to enact decisions. If requested, votes will be by roll call or by secret ballot.

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SECTION 2

Emergency meetings may be called by the president of the Board of Directors or by a majority of the Board members, or 20 general members excluding Board members.

Twenty (20) members constitute a quorum. A majority vote is required to enact decisions.

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ARTICLE VI Board of Directors, Officers, and Elections

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SECTION 1

The Board of Directors will consist of 15 members, in good standing.

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SECTION 2

THE Board of Directors will appoint a nominating committee of five Board members no later than two months prior to the Annual Business Meeting to propose a slate of candidates for each position open on the Board. Additional nominations by those proposed on the slate may be made from the floor by the general membership. If a nomination is made from the floor, acceptance of the nomination by the nominee is required. The election will be held by hand vote or by secret ballot at the Annual Business Meeting. A plurality vote for any candidate will constitute an election. The Secretary will determine the validity of any ballots.

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SECTION 3

Each Director shall hold office for a term of three years or until his successor is chosen and qualified, provided, however, that the terms of office shall be so arranged that the terms of five Directors shall expire each year.

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SECTION 3a

The board of directors may at any time at its discretion remove a board member with a 2/3 vote of the entire active board of directors at any emergency or regularly called meeting provided proper notice is given to the board.

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SECTION 4

The 15 members of the Board of Directors will, by two-thirds vote, elect from within its own membership the following officers: President, Vice President, Treasurer, and Secretary. The duties will be those usually incumbent upon such officers within the limitations of these Bylaws.

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SECTION 5

The Executive Committee will consist of the President, Vice President,
Treasurer, Secretary, including one member-at-large from the Board of Directors. The Executive Committee will carry out the policies and plans of the QVCAH which have been adopted by the Board of Directors.

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SECTION 6

The meetings of the Board of Directors will be held monthly at a time approved by a majority of the Board. Additional meetings may be called by the President or a majority of the members of the Board.

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SECTION 7

Eight (8) duly-elected members will constitute a quorum of the Board of Directors.

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SECTION 8

Vacancies on the Board will be filled by a two -thirds vote by the Board, at any time, to fulfill an unexpired term.

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SECTION 9

Conflicts of Interest – A Conflict of Interest arises whenever the personal or professional interest of a Board Member is potentially at odds with the best interests of QVCAH. Although the legal standards of avoiding Conflict of Interest for nonprofit organizations are fairly limited, QVCAH will avoid where possible even the appearance of impropriety.

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Individuals and businesses qualified to provide goods and services in the QVCAH area are limited, and therefore situations may arise where Board Members are commercially engaged by QVCAH, or hired by QVCAH for artistic projects, workshops, summer camps, performances, construction, goods and services, etc. Situations may also arise when QVCAH Board Members serve on other boards, or participate in other organizations with which QVCAH may engage with in a business arrangement. Because these situations all involve potential Conflicts of Interest, the following procedures apply:

If an issue is to be decided by the Board that involves potential Conflict of Interest for a Board Member, it is the responsibility of the Board Member to:

• Identify the potential Conflict of Interest.

• Maintain absolute confidentiality of any information that may compromise the best interest of QVCAH.

• Not participate in any discussion of the program or motion being considered.

• Not vote on the issue.

It is the responsibility of the Board to:

• Only decide to hire or contract with the Board Member’s interested party if they are the best qualified individuals available and willing to provide the goods or services needed at the best price.

• Should there be question if the party is the best qualified individual; an independent third party will be engaged to provide an analysis.

• Record in the minutes of the Board meeting the potential Conflict of Interest and the use of the procedures and criteria of this policy.

• Require a two-thirds vote of the entire Board to enter into any agreement that follow this procedure.

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An annual report signed and dated by each Board Member stating all potential Conflicts of Interest must be completed by the end of each fiscal year and recorded by the Secretary.

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SECTION 10

Indemnification – QVCAH shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

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No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

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This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

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ARTICLE VII Committees

The President, or a majority of the Board of Directors, may form such committees as are considered necessary for the successful conduct of the QVCAH, and appoint chairmen for said committees as deemed appropriate. If chairmen are not members of the Board, they can serve as ex-officio, non-voting members of the Board.

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ARTICLE VIII Executive Director

The Board of Directors may also appoint, by a required two-thirds majority, an Executive Director for the QVCAH whose duties will include, but not be limited to, the following:

• The Executive Director of the QVCAH shall serve as chief administrator for the Council’s facilities and program.

• The Executive Director shall have the authority to make decisions which will affect the facility and its programs, according to the Bylaws and policies of the Board. Those decisions are subject to ratification by the Board.

• The Executive Director will develop the operating budget, including projections for the annual programming operations, and present that to the Board two weeks prior to the Annual Business Meeting.

• The Executive Director is responsible for maintaining all financial records of the QVCAH and following through on the proper state and federal filing of such tax records at the appropriate time.

• The Executive Director will work with committees, as needed, to ensure that all activities have the required promotion and support.

• The Executive Director will work with the Building Committee, to ensure that all buildings and grounds of the Center be properly maintained.

• The Executive Director will prepare and submit all grant applications for funding through governmental and private sources.

• The Executive Director will perform all related duties as may be required by the Board.

In lieu of an Executive Director all duties listed are performed by the Executive Committee.

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ARTICLE IX Honorary Board Members

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SECTION 1

The title of Honorary Board Member shall be bestowed on members of the community at large who have demonstrated the same common goals and values and who can assist QVCAH in reaching these goals. The Board of Directors can only present candidates for Honorary Board members at the Annual Business Meeting.

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SECTION 2

Careful screening for the naming of Honorary Board members is encouraged to make sure exceptional candidates are included rather than dilute the current honor roll.

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SECTION 3

Former Honorary Directors will now be considered Honorary Board
members with full privileges.

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SECTION 4

New Honorary Board members should be designated at the discretion of the current Board.

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SECTION 5

The nominee’s service to the Arts and Humanities should be of significant value to warrant such an honor.

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SECTION 6

All nominations must be presented and agreed upon at the May meeting of the Board, just prior to the Annual Business Meeting.

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SECTION 7

Honorary Board members will continue to benefit from the privileges set forth for QVCAH members.

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ARTICLE IXa Directors Emeritus

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SECTION 1

The title of Director Emeritus shall designate a former or retired board member who has made a significant and lasting impact on QVCAH. The Board of Directors can only present candidates for Director Emeritus at the Annual Business Meeting.

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SECTION 2

Selection for Directors Emeritus should take into account the candidate’s notable and extensive contributions throughout the years. The contributions should have a lasting impact.

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SECTION 3

New Directors Emeritus should be designated at the discretion of the current Board and the honor can only be bestowed upon former members and board members. There is no required time a candidate must have served on the Board, or have been a member, but the time should be considerable.

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SECTION 4

The nominee’s past service to QVCAH should be of significant and lasting value.

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ARTICLE X Fiscal Year

The Fiscal Year of the QVCAH will run from the first day of July in each year to the thirtieth day the following June, both inclusive.

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ARTICLE XI Authority

The rules contained in Roberts Rules of Order Newly Revised will govern in all cases to which they may be applied except when in conflict with these existing Bylaws.

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ARTICLE XII Amendment

These Bylaws may be amended by two-thirds vote of the members present at the Annual Business Meeting, including any proxy, provided a quorum is present and the entire membership has been sent written notification of amendment proposals at least seven days prior to the Annual Business Meeting.

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Proxies will only be allowed for amendments that are voted on as originally presented. Should amendments to the amendments occur during the business meeting, no proxies will be allowed.

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ARTICLE XIII Dissolution

The QVCAH will exist until such time as a two-thirds majority of members vote that it should be disbanded.

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In the event of dissolution, all property and assets of the QVCAH will be dispersed as determined by a two-thirds majority vote of the members present at any properly called meeting.

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ARTICLE XIV Closing

SECTION 1

Severability In the event that any of the above articles or sections are in conflict with state or federal regulations, only that portion of the article or section will be considered null and void.

As last amended on May 14, 2014