BY-LAWS
OF
DENMARK ARTS CENTER
ARTICLE I
NAME AND PURPOSE
The name of this corporation is DENMARK ARTS CENTER. Its purpose shall be to operate exclusively for public, charitable, scientific, literary, cultural, and educational purposes, and specifically for the promotion and advancement of public and community interest in, and knowledge and understanding of works of art, performing arts, history, and culture, and to establish a community-based facility involving the display of works of art, exhibits, performing arts, music, theatre, dance, literary readings, and other cultural events. It’s principal location is at Denmark, Oxford County, State of Maine. The corporation shall carry on business and operate anywhere within the State of Maine, or in any other location where it has legal authority to carry on business and operate.
ARTICLE II
MEMBERSHIP
A. Membership in the corporation shall be available to all such persons and/or entities, natural or otherwise, as shall be interested in the work to which the corporation is dedicated and who wish to become members thereof. Such a person/entity shall become a member by providing written notice to the Secretary of the corporation, or such other agent as the Board of Directors may determine, including the person’s/entity’s name and mailing address and email address, if any, payment of the annual membership dues as shall be determined by the Board of Directors. A person/entity shall continue as a member in good standing so long as such person/entity pays the annual dues, as determined by the Board of Directors, and continues to comply with the Articles of Incorporation, By-Laws, and any amendments thereto, and the policies, rules and regulations of the corporation, as the same may be adopted and/or amended from time to time, in accordance with the By-Laws.
B. Honorary members may be designated by the Board of Directors from time to time, and such members shall not be required to pay annual dues.
C. The members of the corporation shall have the right to vote on the slate of Officers and Directors nominated by the Board of Directors and presented at the annual meeting. Additional candidates may be nominated at the Annual Meeting by petition of six or more members present. Nominees shall require an affirmative vote by a majority of the non-Director members and of the Directors present. The business of the corporation shall be carried on by the Board of Directors as hereinafter constituted.
D. The members of the corporation may receive notices of the Annual Meeting, general announcements, and program/event notices as the Board of Directors may determine and direct.
ARTICLE III
BOARD OF DIRECTORS
A. The management and administration of the business, property and affairs of the corporation shall be carried on by a Board of Directors to consist of not less than five (5) and not more than eleven (11) members.
B. The Directors shall be elected by the members present at the Annual Meeting of the Board of Directors and each Director shall serve until the next succeeding Annual Meeting or until such Director’s successor shall have been elected and qualified. Additional directors may be added to the Board at any Board Meeting by a majority vote of the Directors present.
C. The Board of Directors shall fill any vacancy occurring in the Board for the balance of any unexpired term. Any director may resign from office at any time by delivering a written notice of resignation to the President, Vice President or the Secretary. Any Director may be removed from office upon two-thirds vote of the other Directors then in office.
D. In case the Board of Directors shall so require, any officer, employee, or agent of the corporation shall execute to the corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
A. Annual Meetings: The Annual Meeting of the Members and the Board of Directors of the corporation shall be held in the month of October each year, at such time and place as the Board of Directors may determine, for the purpose of electing officers and transacting such other business as may properly come before the meeting. Each Member and Board Member shall be notified of the time, place and date of such meeting, at least seven (7) days in advance thereof, either in writing, by email, by telephone, or in person by the President, the Vice President, and/or the Secretary.
B. Special Meetings: Special Meetings of the Board of Directors may be called at any time by the President and/or by a majority of the members of the Board of Directors. The time and place of such Special Meeting shall be fixed by the person(s) calling such meeting. Unless waived in a manner prescribed by law or by these By-Laws, notice of the time, place and purpose of such Special Meeting shall be given in writing, by e-mail, by telephone or in person, at least three (3) days prior to the date of such meeting.
C. Place of Meetings: All meetings of the Board of Directors shall be held at the principal office of the corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.
D. Quorum: Except as otherwise provided herein, or by statute, or in the Articles of Incorporation, or any amendments thereof (such Articles or any such amendments thereof being collectively referred to hereinafter as the Articles of Incorporation), at all meetings of the Board of Directors of the corporation, the presence at the commencement of such meetings in person of a majority of the members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any member of the Board of Directors after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice if the time and place to which it is adjourned are fixed and announced at the time of adjournment.
E. Voting: Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action to be taken by vote of the Board of Directors shall be authorized by a majority of votes cast at a meeting of the members of the Board, subject to the Notice and Quorum provisions. Each Director shall be entitled to one vote on each matter properly before the meeting. A proxy vote may be given by any member of the Board, if it is given to another Board Member, in writing, and is on the printed agenda for that meeting.
F. Action by Consent: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all of the Directors sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of the Directors’ meeting and shall have the same effect as a unanimous vote or resolution of the Board of Directors at a duly convened meeting. Any such action taken by unanimous written consents may, but need not be, set forth in such consents in the form of resolutions or votes.
G. Regular Meetings: The Board of Directors may, if it deems it to be advisable, establish a schedule of regular meetings. If such a schedule is established, no further notice of such regular meetings shall be required.
H. Participation in the Meetings: Any member may attend any meeting of the Board with the exception of Executive or Closed Sessions.
Discussion at Board meetings is limited to Board members. If a member not on the Board wishes to speak, he/she may petition the President or Secretary in writing, or by email at least one week before the meeting, naming the topic and summarizing the points he/she wishes to present. The Board will decide to accept or deny the petition, and if accepted, may place a time limit on the member’s presentation and subsequent discussion. A presenting member does not have the right to make a motion or to vote.
ARTICLE V
OFFICERS
A. The officers of the corporation shall consist of a President, Vice President, Treasurer, Secretary, and Registered Agent. The same individual may serve in more than one office.
B. The Officers shall be elected at the Annual Meeting as described in Article II, Paragraph C.
C. Each officer shall hold office on an annual basis. The Board of Directors shall fill any vacancy occurring in any of the Offices for the balance of the unexpired term by a majority vote of the Board of Directors.
D. Any officer may resign at any time by giving written or email notice to the President, Vice President or Secretary of the corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by such officer. Acceptance of such resignation shall not be necessary to make it effective.
E. Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.
ARTICLE VI
DUTIES OF OFFICERS
A. Officers of the corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors.
B. The President shall be the chief executive officer of the corporation. It shall be the duty of the President to preside at all meetings of the Board of Directors, to appoint all committees, unless otherwise directed, and to call special meetings whenever he/she deems it necessary, and in any event upon written request of a majority of the members of the Board of Directors. The President shall have charge of the general management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
C. The Vice-President shall perform the duties of the President in the event of his/her absence, resignation, or incapacity which renders the President unable to perform his/her duties. In addition, the Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
D. The Treasurer shall have charge of the corporate monetary funds of the corporation and shall keep full and accurate accounts of receipts and disbursements in books kept for that purpose. In addition, the Treasurer shall perform such other duties as may be prescribed by the Board of Directors and/or President, under whose supervision the Treasurer shall be.
E. The Secretary shall keep the minutes and records of the corporation, shall notify members of the Board of Directors, if elected, of their elections, and shall maintain a record of the names and addresses of the members of the corporation. In the absence or disability of the Secretary, a Secretary pro tempore shall be chosen by the Board of Directors. In addition, the Secretary shall perform such other duties as may be prescribed by the Board of Directors and/or the President, under whose supervision the Secretary shall be.
F. The Registered Agent shall be a resident of the State of Maine, and shall be the agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served, in accordance with Title 13-B of the Maine Revised Statutes.
ARTICLE VII
DUES
At each Annual Meeting of the corporation, the amount of the annual membership dues for the ensuing year may be established by the Directors present, subject to the notice and quorum provisions set forth herein; provided however, absent a vote to the contrary, the amount of the membership dues for the ensuing year shall continue the same as in the preceding year.
ARTICLE VIII
INDEMNIFICATION
A. Right to Indemnification:
(1) The corporation shall, under the circumstances and conditions described in subsection A (2), indemnify, to the maximum extent permitted and in the manner provided by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of, connected with or arising from such person’s service as a Director or Officer of the corporation against expenses, including attorney’s fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided, however, that no indemnification shall be provided for any person with respect to any matter as to which such person shall have been finally adjudicated not to have acted in good faith and in the reasonable belief that such person’s action or failure to act was in the best interests of the corporation or, with respect to any criminal action or proceeding, as to which such person had reasonable cause to believe that such person’s conduct was unlawful.
(2) Any indemnification described in the foregoing section A (1), unless ordered by a court, shall be made by the corporation only as authorized in the specific cast upon a determination that indemnification of the Director or Officer is proper under the circumstances because the Director or Officer has met the applicable standard of conduct set forth in section A (1) above. The determination as to whether any person acted in good faith and that indemnification is proper shall be made by majority vote of the Board of Directors, subject to the notice and quorum provisions.
(3) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of the Director or Officer claiming indemnification pursuant to this section to repay such amount unless it shall ultimately be determined, in accordance with the foregoing provisions of this Section, that such person is entitled to indemnification by the corporation.
(4) The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any person seeking indemnification under this Section may be entitled pursuant to any agreement, the Maine Nonprofit corporation Act, or otherwise, and shall continue as to any such person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs and personal representatives of such a person.
(5) The amount of indemnity to which any Officer or any Director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the shareholders available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.
B. Insurance: The corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the corporation against any liability asserted against such person and connected with or arising out of such person’s service as a Director or Officer of the corporation.
ARTICLE IX
FINANCIAL MATTERS
A. All funds of the corporation not otherwise employed shall be deposited in such bank(s) or other financial institution(s) as the Board of Directors may from time to time determine.
B. All checks, drafts, endorsements, contracts, agreements, notes, and evidence of indebtedness of the corporation shall be signed by such Officer(s) or Agent(s) of the corporation and in such manner as the Board of Directors may from time to time determine.
C. The fiscal year of the corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
ARTICLE X
CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.
ARTICLE XI
AMENDMENTS
All By-Laws of the corporation shall be subject to alteration or repeal, and new By-Laws may be made, by the affirmative vote of a two-thirds majority of the members of the Board of Directors entitled to vote at any Annual, Special, or regular meeting, at which a quorum is present, and duly convened after notice to the members of the Board of Directors giving summary of the proposed amendment.
ARTICLE XII
TAX PROVISIONS
At all times, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of the corporation, either voluntarily or involuntarily, or by operation of law, or any other provision hereof:
A. The corporation shall not possess or exercise any power or authority, whether expressly or by interpretation, or by operation of law, that will or might prevent it at any time from qualifying and continuing to qualify as a corporation described in Section 501 (c) (3) of the Internal Revenue Code (hereinafter referred to as “the Code”), contributions to which are deductible for federal income tax purposes, nor shall the corporation engage directly or indirectly in any activity that might cause the loss of such qualification under Section 501 (c) (3) of the code. All the foregoing purposes and powers and all other purposes and powers in which the corporation is permitted to engage by the Articles of Incorporation shall be exclusively within the public, charitable, scientific, literary, cultural, and educational purposes as are within the meaning of Section 501 (c) (3) of the Code as is currently, or corresponding provisions of any subsequent tax laws.
B. The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
C. No substantial part, and during any time(s) that the corporation may be deemed a private foundation within the meaning of Section 509 of the Code, no part of the activities of the corporation shall consist of attempting to influence legislation (including action by Congress, any state legislation, any local council or similar governing body, or the public in referendum initiative, constitutional amendment or similar procedure) through propaganda or otherwise, (including contacting or urging the public to contact members of the legislative body for the purpose of proposing, supporting or opposing legislation or advocating the adoption or rejection of legislation).
Nor shall the corporation, directly or indirectly, participate in or intervene in (including the publishing or distributing of statement) any political campaign on behalf of, or in opposition to, any candidate for public office.
D. At no time shall the corporation engage in any activities that are unlawful under the laws of the State of Maine or of the United States.
E. No solicitation of contributions to the corporation shall be made, and no gift bequest or devise to the corporation shall be accepted, upon any condition or limitation that in the opinion of the corporation may cause the corporation to lose its federal income tax exemption.
F. No part of the net earnings of the corporation shall inure to the benefit of any members of the corporation. Upon dissolution of the corporation, no member shall be entitled to distribution or division of its remaining property or its proceeds, and the balance of any monies or property
received by the corporation from any source, including its operations after the payment of all debts and obligations of the corporation of whatsoever kind and nature, shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes that then qualify as an exempt organization or organizations under Section 501 (c) (3) of the Code, as amended, and as a public, eleemosynary, charitable, scientific, literary, cultural, or educational corporation within the meaning of Title 13-B of the Maine Revised Statutes, as amended.
G. Notwithstanding any other provisions of these By-Laws, if any time or times the corporation is a private foundation within the meaning of Section 509 of the code, then during such time(s):
- The corporation shall distribute its income for each taxable year at such time and in such manner as not to subject the corporation to tax under any Section of the Code,
- The corporation shall not engage in any act of self-dealing, as defined in the code,
- The corporation shall not retain any excess business holdings as defined in the Code,
- The corporation shall not make any investments in such a manner as to subject the corporation to tax under the Code,
- The corporation shall not make any taxable expenditures as defined in the Code.
ARTICLE XIII
DISSOLUTION
In the event the corporation shall ever be dissolved, none of its assets shall inure to the benefit of any private individual, Officer, Director or member, and all assets of the corporation shall be distributed to some other corporation or group with aims similar to those of this corporation and which qualifies under the terms of Sections 501 (c) (3) of the Code, or be used and distributed within the intendment of Section 501 (c) (3) of the Code.
ARTICLE XIV
RULES AND REGULATIONS
The Board of Directors may adopt such further Rules and Regulations for the conduct of the business of the corporation, and/or administration and management of corporate assets,
not inconsistent with these By-Laws and the Articles of Incorporation, as the Board may from time to time determine.
State of Maine
County of Oxford
9/10/2010
