BY-LAWS OF THE OUTER BANKS FORUM FOR THE LIVELY ARTS, INC.
March 2, 2020
ARTICLE I. NAME
Section 1. The Name of this Association is The Outer Banks Forum for the Lively Arts, Inc., (hereinafter called the Forum). The Forum is a non-stock, non-profit 501(c)(3) corporation organized under the provisions of Chapter 55A of the General Statutes of North Carolina, as amended, entitled “Non-Profit Corporation Act.”
Section 2. The Forum is funded annually through subscriptions, business sponsorships, individual donations, grants, and door admissions.
ARTICLE II. MISSION STATEMENT
The mission of the Outer Banks Forum for the Lively Arts, Inc., is to promote the appreciation of and involvement in the performing arts on the Outer Banks and in nearby areas through the presentation of an annual affordable series of concerts by diverse artists, integrated with activities of other community organizations.
The Forum strongly supports racial and cultural inclusion, provides opportunities for youth to participate in the arts, and encourages arts education in the community. The Forum complies with ADA accessibility requirements and considers other special needs of its audience to the extent possible within the physical constraints of its venue.
ARTICLE III. DEFINITIONS
Section 1. Subscribers/Members. Any person who pays the annual, non-refundable subscription fee as prescribed by the Board of Directors shall be a member of the Forum. The Forum shall issue a season ticket as certificate of membership. Each member shall have an equal voice and be entitled to one vote on each matter brought before an annual or special general meeting.
ARTICLE IV. BOARD of DIRECTORS
Section 1. Number and Qualifications. The Forum may have a Board of up to thirteen (13) Directors (hereinafter referred to as the Board), consisting of five (5) mandatory elected Officers and up to eight (8) appointed Directors. All Directors shall be voting members of the Board and members of the Forum. The elected Officers shall be a President, Vice President for Operations, Vice President for Programs, Secretary, and Treasurer. The Directors, appointed by the President, shall be responsible for the following: External Relations, Education,, Hospitality, Marketing/Outreach, Planning, Sponsor Relations, and Volunteers.
Section 2. Election of the Board. The Board of Directors shall be elected at the Annual Meeting by the members at large. The President, Secretary, and the Directors of Hospitality and Volunteers shall be elected/appointed to serve two-year terms starting in June 2018 and every second year thereafter. The Vice President for Operations, Treasurer, and the Directors of Marketing/Outreach and Sponsor Relations shall be elected/appointed to serve two-year terms starting in June 2019 and every second year thereafter. The Vice President for Programs, Secretary, and the Directors for Education and External Relations shall be elected/appointed to serve two-year terms starting in June 2020 and every second year thereafter. A plurality of the votes cast at the Annual Meeting shall elect the Board. New Officers and Directors take office at the conclusion of the Annual Meeting and shall serve until their successors are duly elected and qualified.
Section 3. Nominations. The Nominating Committee shall present to the Board, prior to the Annual Meeting, a slate of proposed nominees for all Board vacancies. A prospective Board member shall be advised of the position to be filled, responsibilities entailed, and length of the term of office and must agree to run prior to election. The Nominating Committee shall be appointed by the President as needed.
Section 4. Meetings. The Board shall hold regular and special meetings.
- Regular. Notice of the time and place of regular meetings shall be delivered by the Secretary or the President to each Board member by verbal or written notice at least 48 hours before a meeting
- Special. The President or two (2) other Board members may call for a special meeting to be held. Written notice will be sent at least 72 hours prior to the meeting and will include the purpose for said meeting.
Section 5. Quorum. A quorum shall consist of a majority of the Board members.
Section 6. Majority Action between Meetings. Should Board action be necessary between meetings, the President, or in the President’s absence the Vice President for Operations, may poll the Board for a majority decision. Written consent to the action in question shall be signed by all Board members approving the action and filed with the minutes of the Board, whether done before or after the action is taken. Copies of any majority action shall be mailed to all Board within seven (7) days following such action.
Section 7. Vacancies.
- Board of Directors. Should a Board member resign or otherwise depart from the Board (with the exception of the succession for the Office of President noted in Sec. 7(b) below), the President, with prior approval of the Board, shall select and appoint a member of the Forum to serve until the next Annual Meeting when the membership shall elect a replacement to serve any remaining unexpired term.
- President. In the event of resignation, disability or death of the President, the Vice President for Operations will assume the Office of President until the next annual meeting when a new President shall be elected.
Section 8. Removal from Office. For good cause shown, but only after the opportunity to be heard, a Board member may be removed by vote of a simple majority of the Board. The Board member concerned may appeal the decision of the Board to the Forum’s membership at the next Annual Meeting.
ARTICLE V. DUTIES OF BOARD OF DIRECTORS
Section 1. Management.
- General. The Board shall have general management and control of the business, property, and affairs of the Forum and may exercise all powers with regard thereto, including the allocation of available funds. Decisions of the Board regarding all matters not subject to vote by the membership shall be final.
- Contracts. The Board may enter into contracts for programs, labor, and/or materials and/or equipment germane to the operation of the Forum. Such contracts, to be legal, shall be signed by two Officers of the Board.
Section 2. Employees. The Board shall have the power to hire an employee, define his or her duties, and fix his or her compensation pursuant to a contract with the Forum.
Section 3. Insurance and Bonds. The Board is authorized to purchase and maintain insurance, as appropriate
Section 4. Primary Duties
- President. The President shall serve as Chief Executive Officer, leading the board and representing the Forum externally. S/he schedules Board meetings, sets the agenda, and serves as the meeting chair. The President appoints all Directors not elected as Officers. The President is an automatic member of all standing committees, and makes all committee chair appointments. S/he is regularly briefed on the activities of all Forum committees, and reviews and approves all contractual commitments of the organization. S/he takes an active role in fund raising, external relations, and monitors and encourages cooperation and collaboration among all officers and directors.
- Vice President for Operations. The Vice President for Operations assists the President and serves as Acting President in his/her absence. S/he actively communicates with Board members and undertakes tasks and responsibilities as assigned by the President, including serving as substitute for committee meetings and external representation. The Vice President monitors compliance with the By-Laws and appoints a By-Laws committee, if changes are needed. S/he actively monitors ongoing operations, providing assistance and sharing information as necessary to enhance information flows within the Board
- Vice President for Programs. The Vice President for Programs manages the identification, evaluation and selection of performing talent for Board approval. S/he serves as the primary contact person for artists and agents, schedules dates for performances, and manages the logistics associated with each performance. S/he maintains active communication with the President, VP for Operations, and Treasurer. S/he is responsible for sharing information with other Directors, including the Administrator for the OBX Forum (ticket needs), Hospitality (artist needs), and Marketing/Outreach (accurate publicity information), and Education (master classes).
- Secretary. The Secretary notifies the board of scheduled meetings, prepares and distributes meeting minutes, and manages the preparation of annual reports by Directors. S/he maintains custody of all non-financial records of the Forum sufficient to provide an archival record of the organization. The Secretary drafts letters and communications as requested by the President and Vice Presidents. S/he also collaborates with other Directors in the preparation of reports and grant applications. S/he shares the responsibility, with the VP for Operations, for ensuring that the By-Laws are current.
- Treasurer. The Treasurer serves as Chief Financial Officer, maintaining current and accurate financial information while monitoring the financial health of the Forum. S/he ensures that financial operations are in compliance with the By-Laws, state, and national regulations, and generally accepted financial practices. The Treasurer files all reports to state and federal agencies on a timely basis and routinely reports financial status to the President and Board. S/he assists in financial analysis of Board decisions and prepares an annual budget for planning purposes. The Treasurer also maintains active contact with the VP for Programs, and the Directors of Marketing/Outreach and Education, and the Administrator for on-going operations.
- Outer Banks Forum Administrator. The Outer Banks Forum Administrator performs administrative services including organizational matters, and financial operations of membership sales, renewals, performance ticket sales, and bank deposits. S/he prepares tickets and promotional material for ticket sales and initiates publicity and member contact in collaboration with the Marketing/Outreach Director. S/he works closely with the Treasurer on financial related services and organizational state and federal requirements and to ensure that membership records are in agreement with financial records. S/he will maintain the Forum’s day to day general ledger and record of financial operations. S/he shall be a part time paid contractor with hours determined by Board needs.
- Education Director. The Education Director establishes and maintains relationships with the local education community, public schools, and home schools to deliver the Forum’s education initiatives and administers the performing arts scholarship program. S/he works with the VP for Programs to identify opportunities for master classes and to gain cooperation in the schools. S/he works with the Treasurer and Director of Marketing/Outreach in the preparation of education materials and in securing publicity for successful programs.
- Hospitality Director. The Hospitality Director plans and provides on-site hospitality for performing artists and their support staff on the day of their performance. S/he creates a positive environment to enhance the experience of the artist/s and thereby the quality of their performance. S/he coordinates with in-kind sponsors to meet the contract specified needs of the artist/s. Collaboration with the VP for Programs will be helpful in anticipating and solving problems that may arise.
- Marketing/Outreach Director. The Marketing/Outreach Director plans and implements Board approved marketing plans, including print, digital, and social media. S/he supervises the marketing interns. S/he assists with external representation of the Forum, including representing the Forum and delegating appearances and support by Board officers and other Board members. S/he has the final coordinating responsibility for the production of the seasonal Playbill as submitted by the Development Committee. S/he assists the Forum Administrator with membership communications support, email and print mailings during the membership renewal period. S/he will work with the Administrator and Volunteers Director on membership services across performances. S/he manages the Forum website and Facebook as needed. (Website and Social Media may be delegated to a primary marketing and social media volunteer, and a secondary back-up as assigned.)
- External Relations Director. The External Relations Director coordinates and assists in external representation for the Forum, supporting the President and Marketing/Outreach Director efforts. S/he manages initiatives to establish and maintain collaborative activities with sister arts organizations and community groups. S/he works with other Directors to periodically access audience satisfaction and preferences and to identify issues needing Board discussion and direction. S/he manages the grant program to provide additional resources to support the Forum’s mission.
- Sponsor Relations Director. The Sponsor Relations Director serves as the primary contact and advocate for business sponsors. S/he recruits sponsor renewals and new sponsors each year for the annual playbill, and manages sponsor recognition through ad placement, website visibility, and sponsor receptions. S/he plans the annual sponsor recruitment program in collaboration with the President, and maintains an up-to-date sponsor contact list. S/he collaborates with the President and Treasurer regarding sponsor donations and with the Administrator regarding sponsor seating. .
- Volunteers Director. The Volunteers Director identifies and schedules volunteers as ushers and for other short-term assignments in conjunction with Forum activities. S/he collaborates with the Marketing/Outreach Director and External Relations Director to find members who have expressed a willingness to volunteer, and maintains a list of current volunteers. S/he coordinates with the Administrator to identify unusual ticketing issues for each performance. Prior to the start of the season, s/he arranges for delivery of the Playbills to the First Flight High School Ticket Office
ARTICLE VI. COMMITTEES
Section 1. Standing Committees. The Forum shall have the following standing committees: Executive, Budget, Sponsors and Donors, and Nominating. The President shall appoint a chair for each committee at the first Board meeting of the fiscal year following the annual meeting.
- Executive Committee. The President, Vice President for Operations, Vice President for Programs, Treasurer, and Secretary shall constitute an Executive Committee to guide Board meetings and discussion, and make operational decisions between regular Board meetings.
- Budget and Finance Committee. The Treasurer, Sponsor Relations Director, Vice President Programs, and either the President or Vice President for Operations shall constitute a Budget and Finance Committee. This Committee will recommend changes, as needed, to the Forum’s financial policies and procedures, conduct an annual review of financial processes, and submit a proposed budget annually to the Board prior to the Annual Meeting. The budget shall be balanced and shall show anticipated income and estimated expenditures.
- Development Committee. The Directors of Sponsor Relations, Marketing/Outreach Director, External Relations Director, Treasurer, Forum Administrator, and either the President or Vice President for Operations shall constitute a Development Committee. This committee will have the responsibility of developing the seasonal Playbill and for it’s production. This committee shall develop plans to increase and recognize subscriptions, individual donations, business sponsorships, grants, and shall implement such plans when approved by the Executive Board.
- Nominating Committee. This committee is tasked with preparing a list of proposed nominees for vacancies on the Board. The Chair (as appointed by the President) shall recommend at least two (2) Forum members to constitute the Nominations Committee by March 31 of each year.
- Production Committee. The Vice Presidents for Operations, Vice President for Programs, the Directors of Hospitality and Volunteers, and the Forum Administrator shall constitute the Production Committee. This committee shall meet approximately two weeks prior to each production to plan all details related to staffing the event (including ticket takers, ushers, and security), hiring stage hands, lighting, and sound professionals, hosting the performers, ensuring all contract terms are met and planning for any other required actions.
- Program Selection Committee. The Vice President of Programs shall recruit and manage appropriate committee members to identify and contract with performers appropriate to the Forum audiences, coordinating with the Treasurer to ensure contracts are complete and meet budget limits. This committee shall meet as required to review performers and manage development and execution of contracts.
Section 2. Other Committees. The President may appoint other committees or task forces as needed to manage Forum operations and conduct business.
ARTICLE VII. FINANCES
Section 1. Fiscal Year. The fiscal year of the Forum shall begin on July 1 and extend through June 30 of the following year.
Section 2. Budget Approval. The Board, prior to the Annual Meeting, shall review and approve the budget proposed by the Budget and Finance Committee for presentation to the membership at the Annual Meeting.
Section 3. Budget Amendment. The Board may by majority vote to amend the budget after membership approval if sufficient funds are available to cover anticipated needs.
Section 4. Check Signing. All checks must be signed by the Treasurer or the President (or one of the Vice Presidents).
Section 5. External Review. An external independent audit will be conducted every three (3) years, or as need is determined by the Executive Committee. An internal review will be conducted annually as per Article VI, section lb.
ARTICLE VIII. CONFIDENTIALITY
Section 1. Personal/Financial data. The Forum shall not disclose any personal or financial information concerning its members or performers to any unaffiliated third party without the consent of the member or performer.
ARTICLE IX. MEMBERSHIP MEETINGS
Section 1. Date and Purpose. The Annual Meeting of the Forum shall be held to present the report of the Nominating Committee, to receive nominations from the floor, to elect new Officers and Directors, to approve a budget for the next fiscal year, and to transact such other business as shall properly be brought before the members by the Board or by a member from the floor. Only members in good standing may vote in any election.
Section 2. Special meetings called by members. Fifty members may petition the president to hold a special meeting of the members or Board of Directors. Such petition shall contain the required member signatures and the purpose for the meeting.
Section 3. Quorum. A majority of the members present shall constitute a quorum at Annual or Special Meetings.
ARTICLE X. FORUM PROPERTIES AND ASSETS
Section 1. Use of Forum Properties. All Forum properties are for the sole use of Forum productions or for other productions approved by the Board. The use of any equipment purchased through grants shall be subject to the terms of said grant.
Section 2. Compensation. No part of the property, assets, or income of the Forum shall inure to the benefit of any Officer, Board member, member, employee, or other private person except that the Forum shall be authorized to pay reasonable compensation for services rendered with Board approval.
Section 3. Property Storage. All Forum property shall be stored at a Board approved facility.
ARTICLE XI. AMENDMENTS TO THE BY-LAWS
Section 1. The Board shall have power by a majority of the Board, and with a majority vote of the members present and voting at an Annual or Special Meeting of the membership, to amend, rescind or alter, in whole or in part, the By-laws of this corporation.
Section 2. Amendments may be proposed in writing by a member of the Board or by petition to the Board by five (5) members of the Forum. Proposals shall be submitted in writing to the Board at least ten (10) days before the Board meeting at which they are to be discussed.
ARTICLE XII. POLICIES
The Board shall have the power by vote of a majority of the Board members to make, alter, amend, or rescind policies and procedures of this corporation.
ARTICLE XIII. PARLIAMENTARY AUTHORITY
Section 1. Roberts Rules of Order (most current edition) shall govern all procedures.
ARTICLE XIV. DISSOLUTION
Section 1. Vote for Dissolution. Dissolution of the Forum shall be accomplished by a three quarters majority vote of members present at the Annual Meeting.
Section 2. Transference of Assets. Upon dissolution, after all debts and liabilities of the Forum have been paid, the remaining property and assets of the Forum shall be transferred to other tax exempt organizations in accordance with Section 501 (c) 3 of the Internal Revenue Code as follows:
- Properties related to production – to First Flight High School.
- Funds – to Outer Banks Community Foundation designated for the Performing Arts.
- Other Forum assets and properties – to designated tax exempt organizations.
ARTICLE XIV. VALIDITY OF BY-LAWS
These By-laws supersede and replace in their entirety the By-laws previously existing and applicable to the operation and activities of the Outer Banks Forum for the Lively Arts, Inc. If any section, subsection, sentence, clause, or phrase of these By-laws is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of these By-laws.
Approved by the Board: March 2, 2020