NAL By-Laws

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By-Laws

Revised and adopted November, 2003

Also available in pdf format Required

ARTICLE I: Name and Purpose

Section 1: The name of the association is the “Naperville Art League, Inc.” (the “League”). It shall be a not-for-profit corporation under the General Not For Profit Corporation Act of the State of Illinois.

Section 2: The purpose of the League is to provide art instruction and education, to encourage interest in all forms of creative visual art, to stimulate understanding and appreciation of art in the community, and to perform other functions reasonably related thereto.

ARTICLE II: Membership and Dues

Section 1: Individual membership is open to all persons who are 18 or older. Family or Group memberships must have at least one member 18 or older. A member in good standing is defined as one whose dues have been paid up-to-date and who observes all the rules and Bylaws of the League. All members in good standing are entitled to:

Vote during the fiscal year for which they have paid their dues
Receive a monthly newsletter. In cases where more than one member of a household is a member, one newsletter will be sent to a family or household.
Receive one Membership Directory per household per year.
Participate in various local and regional exhibits upon meeting all requirements set forth by the sponsors and judges of these events and the League.
Exhibit work in the League’s Fine art Center and Gallery (“Gallery”) upon meeting all requirements set forth by the League Exhibit Rules for such exhibition.

Section 2: Any member who misuses League resources is subject to expulsion from the League by the Board. Any member who has been expelled may petition the membership for a special meeting as per Article VII Section 2. The stated purpose of this meeting will be for reinstatement of the expelled member.

Section 3: Dues are payable upon joining the League and each ensuing year by June 30. Any member who has not paid his/her dues by July 1 will not have exhibiting privileges and will not be included in the annual Membership Directory, to be published in August.
The classes of membership are: Regular, Family, Contributing, Supporting, Patron, and Sponsor. The classes of membership and the dues assigned to each shall be listed in the annual Membership directory.

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ARTICLE III: Executive Officers and Board of Directors

Section 1: Executive officers are elected by the membership and shall consist of the following; President, First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer, and Fine Art Center Director.

Section 2: The Board of Directors (the “Board”) shall consist of nine members: the executive officers, as elected by the membership, and two (2) Board-Members-at-Large who are appointed by the Board. All members of the Board and only members of the Board may vote at Board meetings. Board members shall be members in good standing and their term of office shall be twelve (12) months plus one transition month, during which outgoing Board members shall not vote, but shall be advisory only. Their term shall begin on June 1. No member shall hold more than one position on the Board at one time and no more than one member of a family or household shall hold a position on the Board at one time. No elected member shall be eligible to serve more than three consecutive terms in the same position. All incoming and outgoing Board members and committee chairpersons must attend the June Board meeting. All voting will be done by the most recently elected or appointed member present for that position.

Section 3: At its discretion, the Board shall be responsible for hiring and terminating an Executive Gallery Director (“Director”), and/or any other personnel deemed necessary, who will be under the supervision of, and will be responsible to the Board or its appointed agent. Such persons will be employees of the League and will receive wages, the amount of which will be determined by the Board. Job descriptions will be prepared, reviewed and maintained by a Board member.

Duties of the Executive Gallery Director: To be responsible for the day to day duties necessary for the general operation of League and Gallery business.

To act as a liaison between the general public, the membership and the Board of Directors.
To be responsible for Volunteer/Gallery/Office staffing.
To be responsible for compiling, printing and mailing the monthly newsletters.
To maintain and update as necessary all newsletter mailing lists.
To compile and maintain and update as necessary all membership lists.
To maintain membership registration interest forms and make the information available to committee chairpersons.
To fulfill additional duties as described in the Director job description, which is to be maintained in the Fine Art Center Director’s files.

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ARTICLE IV: Duties of the Board of Directors

Section 1: General Duties of the Board;

To govern and administer the business of the League.
To meet once a month pursuant to Article VII, Section 4, herein. Board members must notify the President if unable to attend a Board meeting and provide a signed Proxy to the presiding officer.
To receive reports from any committees by their Committee Chairperson or their respective Executive Officer Board Member.
To review and approve the annual budget for the League no later than the September Board meeting, and to present such budget to the general membership at the next General Meeting.
To periodically review and approve all job descriptions and duties for any League employees, to review and approve all performance reviews conducted, and to determine the amount of any and all wages to be paid.
To approve location, date, scope, standards, and rules of all League exhibits and to approve the inclusion of any non-member in League sponsored exhibits.
To approve the choice of teacher, the size of classes and workshops, the frequency of class instruction, schedule, fees, and to determine any need for subsidization.
To approve the programs offered by the League and to determine the disposition of donated demonstration works.
To appoint two (2) Board-Members-at-Large.
To appoint chairpersons for new projects or departments that develop.
To supervise all activities and personnel to support the Annual Riverwalk Fine Arts Fair.
To effect a smooth transition to his/her successor in office by transmitting all information and records collected during his/her term of office during the transition month, and remaining available to advise his/her successor as may be necessary during that period.

All Board meetings are open to members’ attendance.
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Section 2: Duties of the President;

To preside over all meetings of the League and of the Board.
To be ex-officio member of all committees.
To compile and supervise distribution of, prior to a Board meeting, an agenda for that meeting to all Board members and to any League members or employees determined by the President to have an interest in that meeting.
To perform all other executive duties incident to the office of President.
To share responsibility with the Board for the hiring, firing and supervision of League employees.

Section 3: General Duties of the Vice-Presidents;

To assist the President in all League matters.
To create committees as necessary, and to carry out their responsibilities to supervise such committees.
To attend all League and Board Meetings and provide a Report to the Presiding Officer on each of his/her respective responsibilities.
To be ex-officio member of all his/her respective committees.
To notify his/her appropriate committee Chairpersons to attend specific Board Meetings, as regards items noted on the Agenda that would require their presence for discussion.
To request and assemble information to be forwarded to the Treasurer no later than the July Board Meeting, for the purpose of compiling the yearly League budget.

In addition, each Vice-President will be responsible for the following:
First Vice-President;

To assume the necessary duties at all League and Board Meetings in the absence of the President;
1. Annual Auction:
2. To determine and arrange, subject to Board approval, the date, time, and location of the Annual Auction.
3. To obtain the services of a Board-approved auctioneer.
4. To appoint chair people for, and serve as ex-officio member of, all necessary Auction committees.
5. To maintain and keep current records and files necessary for and incidental to the Auction, and to surrender these materials to his/her successor upon retirement of this position.
Publicity:
1. To furnish all news media and area Art Organizations with advance notice of League functions.
2. To arrange for all advertising, publicity, and photography as needed.
3. To publicize all programs and special events.
To choose and submit to the Board for approval, no later than the April Board meeting, a CPA for annual audit of books and filing of all Tax Returns and to hire said CPA upon approval of the Board.

Second Vice-President;

To assume the necessary duties at all League and Board Meetings in the absence of the President and the First Vice-President;
Programs:
1. To schedule the program for each General Membership meeting, subject to Board approval.
2. To arrange for and set up any equipment needed for the presentation of programs.
3. To be responsible for introducing the programs.
4. To maintain and update a file on prospective and past programs.
5. To contact program demonstrators in advance to obtain release of their demonstration works for the League Permanent collection and permission to videotape their demonstration.
6. To provide persons responsible for Publicity and Newsletter with all available information and photographs on upcoming programs for release to the media.
7. To arrange for videotaping of programs for the League Library whenever possible.
New Members:
1. To notify members of delinquent dues.
2. To be responsible for compiling, printing, and distributing the annual Membership Directory.
3. To be responsible for preparing certificates for Lifetime Honorary memberships.
4. To be responsible for compiling and printing all membership recruitment materials, and to review and update them as necessary.
Social Functions:
1. To organize all social functions.
2. To provide and serve refreshments for all social functions and General Membership Meetings.
3. To be responsible for arrangements for the annual June Installation of officers.
4. To select a member to be responsible for hospitality and for contacting members who are ill or in sorrow and to inform the membership of their needs.

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Third Vice-President;

To assume the necessary duties at all League and Board Meetings in the absence of the President and the First and Second Vice-Presidents;
Classes and Workshops:
1. To organize classes and workshops and collect all fees for same.
2. To procure teachers approved by the Board.
3. To maintain a record of enrollment and finances of each class.
4. To secure location for classes and workshops and arrange for set-up and clean-up.
Community Involvement:
1. To respond to requests from the community for informative or educational programs and materials.
2. To arrange for the presentation of such programs and materials in the name of the Naperville Art League, with the approval of the Board.
3. To schedule and oversee any other activities which promote the awareness of fine arts in the community.
4. Classes and workshops should be self-sustaining whenever possible. Any need for subsidization must be approved by the Board.

Section 4: Duties of the Secretary;

To record the minutes of all League and Board meetings.
To provide the presiding officer and all Board Members with a copy of the signed minutes of the previous meeting prior to any Board meeting.
To have the minutes corrected, if needed, and approved by a motion and vote of the Board.
To be custodian of all current minutes.

Section 5: Duties of the Treasurer;

To be custodian of all funds due or accruing to the League from whatever source.
To promptly deposit said funds in a bank or savings institution designated by the Board.
To make prompt payment from League funds of all League bills and all disbursements or requisitions to committees or members upon receipt of all such authorized bills or requisitions.
To keep a record of all receipts and disbursements in books provided for that purpose.
To submit all required local, state and federal forms.
To prepare by May and present to the membership for approval at the June General Membership Meeting a general budget for the following twelve months.
To present a complete financial report at the annual June General Membership Meeting.
To attend every Board Meeting and provide the Board with a financial report.
To make any or all financial records available for viewing by any Member within five (5) business days, upon written request.
To review and update as necessary, with the assistance of the Fine Art Center Director, all Fine Art Center and Gallery bills, insurance, and related matters, no later than May of each year.

All unbudgeted items must be approved by the President, by the Board, or by the Membership up to the limits as set in the Standing
Rules.
All withdrawals or conversion of any League accounts and other negotiable assets must be approved by the Board and co-signed by
the President and the Treasurer.

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Section 6: Duties of the Fine Art Center Director;

To create committees for, and to serve as ex-officio member of, such committees, for such gallery activities as Monthly Exhibits, Building/Grounds Maintenance activities, as may be necessary.
Supervision of League Employees.
1. To prepare, review annually, and maintain job descriptions and instructions for all such employees and to submit all job descriptions to the Board for approval.
2. To submit for Board review and approval an annual performance evaluation and salary review of any Gallery employees, no later than May of each year.
3. To conduct employment interviews, along with the President, for any Gallery Employees and to hire, with the approval of the Board, such Employees.
Gallery:
1. To maintain the physical condition and a complete inventory and appraisal of the permanent art collection of the League, and to provide, as necessary, copies of all files pertaining to the permanent collection.
2. To be custodian of all keys belonging to the Gallery
3. To be responsible for the purchase of and use of any and all equipment and properties located on the premises of the League Gallery, exclusive of the items that make up the current art exhibit, subject to Board approval.
Exhibits:
1. To supervise the installation of all works of art in the Gallery for the regularly scheduled shows.
2. To maintain records of all artworks on exhibit in the Gallery and in other approved areas.
3. To supervise all outside League Art Exhibits.
4. To choose the date, time, and title or theme of all League exhibits, to get Board approval of same, and to advise persons responsible for the Newsletter and Publicity.
5. To arrange for judges for all juried League Gallery exhibits, and to arrange for a non-exhibiting member to be present at the judging.
6. To maintain supplies of all ribbons, awards, forms, cards and other items incidental to the Exhibits.
7. To submit requisitions for payment of judges and cash awards to the Treasurer.
8. To supervise compliance with the exhibit rules and regulations and to reject any artworks that do not meet with published league standards.
To attend all Board meetings and to provide, on request a detailed gallery report.
To keep the Board informed of progress and changes and to be guided by the suggestions of the Board in any proposed changes in the operations or interior of the Gallery.

Any concerns regarding Gallery operations, League procedures, or membership services should be directed to the Fine Art Center Director.

Section 8: Duties of the Board-Members-at-Large;

To serve as consultants to the officers and Committee Chairpersons;
To assume responsibility for special projects determined by the Board;
To appoint, and to serve as members of, the Nominating Committee;
To call for the formation of a Bylaws Revision committee when revision or amendment to the Bylaws becomes necessary.

The Board-Members-at-Large should be the immediate Past-President, and/or active and knowledgeable League Members appointed by the Board.

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ARTICLE VI: Nomination and Election of Officers

Section 1: Prior to or at the February Board Meeting the Board shall appoint a Nominating Committee, including the Board-Member-at-Large, consisting of a Chairperson and four members. It shall be the duty of this committee to submit a slate of candidates for the executive offices to be filled at the annual June meeting. The Nominating Committee shall present its full slate of nominees in a ballot sent to the general membership in the April Newsletter. The ballots shall be returned to the Committee by mail, fax, e-mail, or in person for voting at the May election meeting. Before the election additional nominations from the floor shall be permitted.

Section 2: The officers shall be elected by ballot by members who have returned their ballots by mail, fax, e-mail or who are present at the May general membership meeting. The officers shall serve, starting on June 1, for the next twelve months or until their successors are elected and installed as set forth in Article III, Section 1.

Section 3: At the Annual Installation meeting the elected officers will be installed. At this time officers will receive all records from their predecessors.

Section 4: The President, with the approval of the Board, will appoint members to fill any vacancies for unexpired terms of office.

Section 5: An officer may be removed from office for failure to perform his/her duty as stated in the Bylaws by majority vote of those present at a regular or special Board meeting, provided that there is a quorum present at the meeting.

Section 6: Any member who has cause to believe that an officer of the League should be removed from office for not performing his/her duties as stated in the Bylaws is entitled to seek a special Board meeting as outlined in Article VII, Section 2 below. The stated purpose of the special meeting must be to remove said officer from office.

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ARTICLE VII: Meetings, Quorum, and Proxies

Section 1: Regular Membership Meetings; Regular Membership Meetings will be held at the location designated on the date determined by the Board.

Section 2: Special Meetings; Special membership meetings may be called by the President at his/her discretion, or upon written request to the Board by five members in good standing. Notice of special meetings shall be mailed to all members at least ten days prior to the date of the meeting and will include the location, time, date, and purpose of the meeting and a ballot for members to vote by mail, fax, e-mail or in person.

Section 3: A minimum of twenty (20) members present either in person or by returned ballot shall constitute a quorum for the transaction of business at any such general or special meeting.

Section 4: The Board of Directors shall meet once a month, not less than ten (10) days prior to the regular scheduled membership meeting at a location designated by the Board. Special meetings of the Board may be called by the President at his/her discretion, or
upon written request to the President of two members of the Board. The notice of such meetings to the Board members shall state the purpose, date, time, and location of the meeting.

Section 5: A simple majority of the total members of the Board shall constitute a quorum, with a quorum being required to transact business at any Board meeting. In the event a quorum is not present the Board must adjourn and no other business may be conducted.

Section 6: Written and signed proxy votes shall be permitted for voting in the transaction of business at any regular or special general meeting. No member may hold more than two written and signed proxy votes.

Section 7: Ballots for votes at any general or special membership meeting shall be published in the monthly newsletter prior to a vote and will include all notices for special membership meetings as set forth in Article VII, Section 2, along with instructions for completion. Additional copies of ballots shall be available at the League. The date of the membership meeting for which the ballot is valid must be clearly indicated on the form by the person filing the proxy. A current ballot is required for each meeting at which a vote is being taken.

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ARTICLE VIII: Standing Rules

Section 1: From time to time, as necessary, the Board shall adopt a set of Standing Rules for the day-to-day operation of the League. These rules will set forth the dues schedule, meeting dates and times, exhibit rules, and other routine matters.

ARTICLE IX: League Disbursements of Assets of the Naperville Art upon Dissolution

Section 1: Upon dissolution or the winding up of its affairs, the assets of the League shall be distributed exclusively to organizations promoting the fine arts or education in the arts, which organizations must qualify under the provision of Section 501 © (3) of the Internal
Revenue Code and its Regulations as they now exist or as they may hereafter be amended. This distribution shall be the responsibility of the most recent members of the Board. Said assets may not be distributed to any Board member or family or any organization of which a Board member is an officer.

ARTICLE X: Indemnification

Section 1: Each person who is or was a director or officer of the League shall be entitled to indemnification and shall be indemnified by the League in accordance with, and to the fullest extent authorized by, the provisions of the General Corporation Law of the State of
Illinois as it may from time to time be amended.

ARTICLE XI: Amendment

Section 1: These Bylaws may be amended at any regular or special membership meeting by a vote of the majority of the entire membership; or, if the proposed amendment is submitted in writing prior to the meeting, approval of the proposed amendment may be
carried by an affirmative vote of two-thirds (2/3) of the members present or voting by ballot, provided there is a quorum present at the meeting.

ARTICILE XII: LE Parliamentary Authority

Section 1: Roberts Rules of Order (most recent revised edition) shall be the parliamentary authority in all matters not contained in the article of association or in the Bylaws, or in the Standing Rules.

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STANDING RULES

MEETINGS: Seven regular monthly membership meetings of the Naperville Art League will be held on the third Thursday of the following months at a location and time decided by the Board: January, February, March, April, May, September and October. Board meetings are open to all paid members. Any member wishing to address items for consideration by the Board at any membership or Board meeting should notify the President for inclusion in the Agenda. Guests are allowed to attend two (2) regular membership meetings a year without fees.

DUES: A schedule of dues will be printed in the annual Membership Directory.
EXHIBIT REQUIREMENTS: All members who exhibit artwork in the Gallery in any membership year are expected to donate at least four (4) hours of time to the League or Gallery. Exhibit rules are outlined in full in the membership Directory.

VOLUNTEERS: All members are encouraged to volunteer time to the Gallery or to serve on one or more committees to ensure that the League and Gallery function smoothly.

ANNUAL AUCTION: All exhibiting members are required to donate at least one piece of fine art work representative of their work to the NAL for the Annual Auction. These works of art shall be ready to hang or exhibit as set forth in the Exhibit Rules. Non-exhibiting members are needed to supply refreshments or to serve in other ways necessary to the function of the auction. Monetary contributions are acceptable from those members unable to contribute in any other capacity. All members are expected to participate.

UNBUDGETED EXPENDITURES: The President may approve all unbudgeted expenditures up to $500.00 inclusive. The Board may approve all unbudgeted expenditures above $500.00 and up to $1500.00 inclusive. Except in emergencies, as determined by the Board, the Membership must approve all unbudgeted expenditures above $1500.00

EXPENSE REQUISITIONS: Requisition forms must be utilized for reimbursement of any expenses incurred on behalf of the League. They must be approved by signature of the President or Treasurer in order to be paid. Any unbudgeted expenses must be pre-approved by the Board in accordance with the limits set forth above. Any unauthorized and unapproved expenditures shall be deemed to be donations to the League and will not be reimbursed. Any member seeking recourse may appeal to the Board. Requisition forms are available at the League.

TELEPHONE: The telephone in the Gallery shall be reserved for legitimate League purposes. Long-distance telephone calls made on behalf of the League may be reimbursed upon receipt of a signed and approved Requisition form.

HONORARY MEMBERSHIPS: Any member wishing to nominate a league member for honorary lifetime membership should submit their nomination in writing to the Board for discussion. The Board will approve and award all honorary memberships.

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By-Laws

ARTICLE I: Name and Purpose

ARTICLE II: Membership and Dues

ARTICLE III: Executive Officers and Board of Directors

ARTICLE IV: Duties of the Board of Directors

ARTICLE VI: Nomination and Election of Officers

ARTICLE VII: Meetings, Quorum, and Proxies

ARTICLE VIII: Standing Rules

ARTICLE IX: League Disbursements of Assets of the Naperville Art upon Dissolution

ARTICLE X: Indemnification

ARTICLE XI: Amendment

ARTICILE XII: LE Parliamentary Authority