ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is Pirate: a Contemporary Art Oasis
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is established for public purpose only of non-profit and non-partisan activities and is organized exclusively for charitable purposes within the meaning of section 501c3 of the Internal Revenue Code or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
Pirate: A Contemporary Art Oasis (hereby known as Pirate) has been established as a venue to provide for public viewing, the artwork of its membership. As a non-profit, it fills the gaps left by the commercial and public sector to advocate issues such as art education, art activism, and promotion of unrepresented artists.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Membership is based solely upon the quality and validity of an artist body of work. Gender, age or ethnicity will play no role in the selection process
Application for voting membership shall be open to any current resident of the Denver Metropolitan area that supports the purpose statement in Article II, Section 2. Membership is granted after a review of images of the applicant’s artwork. All memberships shall be granted upon a majority vote of the board.
Members will be voted in as Associate members who are limited in their duties and voting rights. Full members, who are responsible for the running of and maintenance of Pirate and have voting rights are selected from the associate members by a vote of their peers.
Section 2. Annual Dues
The amount required for annual dues shall be a portion of rent, bills and general expenses each year, unless changed by a majority vote of the members at a meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Section 3. Rights of Members
Each full member has a vote in changes to how things are run, new membership and board duties. Associate members shall be able to voice their opinions at meetings but not eligible to vote.
Section 4. Member Responsibilities
Members will contribute equally to the business and operations of the cooperative. This includes but is not limited to serving on committees, staffing the art space, maintenance and upkeep of cooperative assets, and other duties as determined by the business needs
Members will have one showing of their artwork per year. They will provide original works of art that they have created to be displayed in Pirate. If circumstances are such that said artist is unable to supply these artworks, an alternate show can be substituted. This cannot be a continuous situation that reoccurs every year. At such point, the situation will be discussed by the membership.
Responsible for the marketing of said show and arranging for an opening reception open to the public
Will be required to participate in the annual members/anniversary show
During the length of the artists show, Pirate is to be staffed and open to the public during stated hours.
Section 5. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership. (see Article XII Amendments sec 3; Membership Forfeiture)
Section 6. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held Monthly, on the last Monday or Tuesday of each month.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the president or a simple majority of the board of directors.
Section 4 Notice of Meetings
Email notices will be sent out one week prior to a meeting but each member is responsible for remembering when the meetings are held in case notification does not go out.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of Pirate shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall consist of all members voted in as full including the following officers: the President, the first Vice-President, second Vice-President, the Secretary, and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
Each member of the Board of Directors shall be a member of Pirate whose membership dues are paid in full.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of January of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Members of the Board of Directors are removed once they are no longer full members
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies will be filled by voting an associate up to full membership.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about Pirate or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
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He/She shall preside at all meetings.
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He/She shall have general and active management of the business of this Board.
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He/She shall see that all orders and resolutions of the Board are brought to the Board.
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He/She shall have general superintendence and direction of all other officers of this organization and see that their duties are properly performed.
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He/She shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
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He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are:
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He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined.
Section 3. Secretary
The Secretary shall attend all meetings of the Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
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He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
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He/she shall send notices of all meetings to the members and shall take reservations for the meetings.
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He/She shall perform all official correspondence from the Board as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasures duties shall be:
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He/She shall submit for approval of all expenditures of funds requested by the membership and proposed capital expenditures (equipment and furniture) requested by the board.
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He/She shall present a complete and accurate report of the finances at each meeting of the members, or at any other time upon request by the Board. This report shall include an accurate listing of revenues received and expenditures laid out. At year end, a accurate profit and loss statement and a balance sheet shall be generated.
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He/She shall have the right of inspection of the funds including budgets and subsequent audit reports.
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It shall be the duty of the Treasurer to assist in direct audits of the funds according to generally accepted accounting principles.
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He/She shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be.
ARTICLE X. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the Colorado, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
Section 3. Membership Forfeiture
A member of Pirate my forfeit their membership by not adhering to certain standards and qualifications of Pirate. Forfeiture of membership shall be determined by a majority vote of the members.
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All full members are expected to attend meetings. Missing three meetings in one calendar year may result in forfeiture of ones membership.
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Behavior by a member during their show that is deemed detrimental to the image of Pirate may result in forfeiture of ones membership.
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Non-payment of monthly dues may result in forfeiture of ones membership. If a member falls more than three months behind on their dues they will be asked to make restitution within thirty days or be asked to leave. If member’s circumstances are such that they are unable to do so at the time, Pirate will work with them to establish a payment schedule until they are caught up. If a true need is found, Pirate will forgo collection of membership dues for up to three months to enable that member to recover. This will be a one time only event and said member is expected to resume payment of dues thereafter. This exclusion shall be discussed and voted on by a quorum of full members present and passed by a simple majority.
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If a member is three months or more in arrears one month prior to the opening of their show, they will not be allowed to have their show and an artist or artist’s to be voted on by the full membership will fill the time slot. The said member is still liable for unpaid dues.
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If the quality of artwork presented by a member during their show is deemed by other members as not being to the standards of Pirate, they may be placed on a one-year probation. At their next show, if the artwork has not improved to the quality standards of Pirate their membership may be subject to termination. This decision shall be voted on by all members of Pirate.
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Members will have one showing of their artwork per year. They will provide original works of art that they have created to be displayed in Pirate. If circumstances are such that said artist is unable to supply these artworks, an alternate show can be substituted. This cannot be a continuous situation that reoccurs every year. At such point, the situation will be discussed by the membership
ADOPTION OF BYLAWS
ADOPTED AND APPROVED by the members of Pirate: A Contemporary Art Oasis