(Revised/Amended October, 2020)
ARTICLE I NAME
Section I – Name
The name of this organization is The Society of Bluffton Artists (SOBA). It is a non-profit organization incorporated in the State of South Carolina.
ARTICLE II PURPOSE
Section I – Purpose
The purpose of the Society of Bluffton Artists is to promote a public interest in, and an appreciation of, visual arts in the community as well as to assist artists, at all levels of development, to enhance their artistic abilities in the visual arts.
ARTICLE III BOARD OF DIRECTORS
Section I – General Powers
The affairs of the Corporation shall be managed by its Board of Directors.
Section II – Composition of the Board of Directors
The Board of Directors shall consist of the following: The Executive Board: President, Vice President, Recording Secretary, and Treasurer and Committee Managers. The Committee Managers shall consist of: Membership Manager, Gallery Manager, Gallery Display Manager, Center for Creative Arts Manager, Staffing Manager, Marketing Manager and Community Relations Manager. Any two or more offices may be held by the same person, except the Office of the President. The Executive Board and/or the Board of Directors may also include additional Members-At-Large. Members-At-Large may be appointed by the President, in agreement with the Board of Directors. The Board shall be elected for one year but can seek nomination for a 2nd or 3rd year.
Section III – Regular Meetings
A regular meeting of the Board shall be held each month at the discretion of the Executive Board.
Section IV – Special Meetings
When votes are called for from the President by email, all responding votes and comments are to be emailed to ALL Board Members. 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. The person or persons authorized to call special meetings of the Board may assign any place for holding any special meeting of the Board called by them.
Section V – Vacancies
Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Executive Board. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office.
Section VI – Compensation
Directors/Managers, as such, serving in this official capacity shall not receive any salaries for their services.
Section VII – Informal Action by Directors
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if there is consent of the Directors.
Section VIII – Election Process
The President will appoint a Nominating Committee. It will be the duty of the Nominating Committee to prepare a recommended Slate of Directors needed for the’ following year. The publication of the corporation will notify the membership-at-large of the right to nominate candidates for the Board of Directors. This is to be done by the submission of the candidate’s name to the Nominating Committee. The proposed candidate must be willing to serve. Voting will take place at the annual meeting to be held in the month of May/June. The newly elected Directors will assume their duties in September. In the event of a split vote the entire SOBA membership will vote through email and the majority rules.
Section IX – Removal
Any officer, board member, or member, elected or appointed to the Board, may be removed by a majority vote of the Board of Directors for cause whenever, in its judgment, the best interests of the Society would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer, board member, or member so removed.
Section X – Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
ARTICLE IV OFFICERS
Section I – President
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the members and of the Board. He or she may sign, with the Treasurer or any other proper officer of the Corporation authorized by the Executive Board, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to the Office of the President and such other duties as may be prescribed by the Board of Directors from time-to-time. The President has the authority to sign checks in the absence of the Treasurer. The President is responsible for presenting a general verbal report at the open meeting of the membership.
Section II – Vice President
The Vice President shall act in the absence of the President or in the event of his or her inability or refusal to act. The President shall appoint a Vice President to perform the duties of the President, and when so acting, shall have the powers of, and be subject to, all the restrictions upon the President. Any Vice President shall perform such other duties as from time-to-time may be assigned to him/her by the President or by the Board of Directors.
Section III – Treasurer
The Treasurer shall have charge of the custody of, and be responsible for, all monies due and payable to the Corporation from any source whatsoever. They will supervise any accounting firm selected to do the bookkeeping. They shall see to it that all such monies are deposited in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and in general perform all the duties incident to the Office of Treasurer and such other duties as from time-to-time may be assigned to him/her by the President or by the Board of Directors. The Treasurer will oversee the Corporation’s financial records, on a monthly basis, and will produce monthly and year-end financial statements for presentation to the Board in a timely fashion. The Treasurer, in coordination with the President, will create a yearly budget. These financial records may be available at any time, with appropriate arrangement by the Treasurer, for inspection by any member of the Board. The Treasurer shall be responsible for the proper establishment of each fund based on donations to benefit the Corporation, including description, specific purpose, and any controls and/or restrictions. The Treasurer will be responsible for securing the annual IRS tax return and audit by an independent accountant, every three (3) years.
Section IV – Recording Secretary
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors and be custodian of the corporate records. The Recording Secretary will keep a calendar recording all activities of, and dates important to, the Corporation; and in general perform all duties incident to the Office of Secretary and such other duties as from time-to-time may be assigned to her or him by the President or by the Board of Directors.
Section V – Membership Manager
The Membership Manager shall keep a register of the names, contact information, and art medium of each member, which shall be furnished by such member, and shall make available to all members the current membership list. The Membership Manager shall see that notices are issued to every member each year to inform members when annual dues are payable and listing the categories of memberships available. The Membership Manager shall receive all membership dues and turn them over to the Treasurer. The Membership Manager shall produce the Membership listing.
Section VII – Community Relations Manager
The Community Relations Manager shall represent the Society at Chamber of Commerce and Old Town Bluffton Merchants Society meetings and report any activities, events, and information learned at these meetings at SOBA’s Board meetings.
Section VIII – Gallery Manager
The Gallery Manager shall be responsible for all art gallery operations and expenses (approved by the President) including building upkeep/maintenance, minor landscaping, change-of-show requirements, and assistance with featured artist and judged show events, and other Gallery events.
Section IX – Center for Creative Arts Manager
The Center for Creative Arts Manager(s) shall be responsible for all educational matters including our “after-school youth workshops” and the adult workshop programs. The Manager(s) will develop the appropriate curriculum and obtain qualified art instructors to conduct the classes. The Manager(s) will develop brochures and conduct mailings announcing these classes.
Section X – Staffing Manager
The Staffing Manger will coordinate all activities relating to the staffing of the Gallery during normal working hours.
Section XII – Marketing Manager
The Marketing Manager shall be the point person and responsible for advertising, newspaper articles and public relations relating to SOBA and Gallery activities including, but not limited to Web management.
Section XIII – Gallery Display Manager
The Gallery Display Manager shall be responsible for the hanging of all changes of show except where noted by special events. The Display Gallery Manager shall be responsible to choose the hanging committee members. The Gallery Display Manager and all hanging committee helpers must be SOBA members. The Gallery Display Manager has the right to refuse artwork that does not meet the gallery standards.
ARTICLE V CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section I – Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.
Section II – Checks, Drafts, etc.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or the President. No money over one thousand dollars shall be spent without prior Board approval.
Section III – Deposits
All funds of the Corporation shall be deposited from time-to-time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. The Board can authorize the Treasurer to purchase Certificate of Deposits (CD’s).
Section IV – Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, endowments, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
ARTICLE V MEMBERSHIP
Section I – Membership
The Corporation is open to any adult (over 18) applying for membership and submitting payment of the annual dues to the Corporation.
Section II – Categories
Membership categories shall consist of the following: Single, Exhibiting, or Supporting.
Section III – Exhibiting Membership
Exhibiting membership is open in the following categories to members who have paid their annual dues and exhibiting fee for the current fiscal year. The Board may limit the number of exhibiting members in the following categories:
Exhibiting art is defined as:
- Non-photographic 2-dimensional original art.
- Photography/Digital Art- Digitally enhanced photography is to be labeled as such
- Jewelry- Juried into SOBA
- 3D Art- Juried into SOBA
- Giclees accepted as bin art only.
Section IV – Honorary/Life Membership
Honorary/Life Membership may be conferred by the Board for distinguished or unusual service in the visual arts. Honorary Members are entitled to all the privileges of membership. They are exempt from the payment of membership dues.
Section V – Voting Rights
Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section VI – Termination of Membership
The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate investigation then presented at a regularly scheduled or special Board meeting, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article VII of these bylaws.
Section VII – Transfer of Membership
Membership in this Corporation is not transferable or assignable.
ARTICLE VII DUTIES
Section I – Annual Dues and Hanging Fees
The Board of Directors may determine, from time-to-time, the amount of annual dues and hanging fees payable to the Corporation. Exhibiting fees pertain to those specified by the Board as a balanced exhibiting membership who display their artwork in the Gallery with the following limitations for each category.
- Two-Dimensional original Art (Oil, Watercolor, Acrylic, Pastel, Pencil, Mixed Media and Collage)Original Photography/Digital Art- total of 20 photographers accepted – Digitally enhanced photography is to be labeled as such.
- Jewelry- a total of 3 jewelers accepted (juried)
- 3 D Art- a total of 5 3 D artists accepted (juried)
Section II – Payment of Dues
Dues shall be payable upon admission to the Corporation and thereafter annually on September 1 of each year.
Section III – Default and Termination of Membership
When any member of any category shall be in default in the payment of dues after September 30, his or her membership shall be considered to have lapsed.
Section IV – Membership List
The cut-off date for payment of dues, in order to be included in the membership roster, is September 30. Members paying their dues after such date and new members joining after such date will be listed in a subsequent monthly roster, and it will be the responsibility of each member to maintain the correctness of his or her information for the membership roster.
ARTICLE VIII MEETINGS OF MEMBERS
Section I – Annual Meeting
An annual meeting of the members shall be held in the month of May/June. Date and place shall be determined by the Board of Directors. Said meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting including, but not limited to, yearly reports. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section II – Annual Board of Directors’ Meeting
An annual meeting of the Board of Directors of the Corporation, as required by South Carolina law, will be held following the annual meeting of the members, or as soon thereafter as possible.
Section III – Special Meetings
Special meetings of the members may be called by the President, Executive Board and/or the Board of Directors.
Section IV – Place of Meeting
The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Section V – Notice of Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally, or by e-mail to each member entitled to vote at such meeting. Such notice may be given in the Corporation publication. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
ARTICLE IX FISCAL YEAR
Section I – Fiscal Year
The fiscal year of the Corporation shall begin on the first day of September and end on the last day of August in each year.
ARTICLE X WAIVER OF NOTICE
Section I – Waiver of Notice
Whenever any notice is required to be given under the provisions of South Carolina Corporation Law or under the provisions of the Certificate of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI AMENDMENTS TO BY LAWS
Section I – Amendments to Bylaws
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting, or at any special meeting, if a quorum be present, and if at least two days’ notice is given of intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.
ARTICLE XII DISSOLUTION OF THE CORPORATION
This article will have to be decided on. When SOBA was incorporated in South Carolina, our Articles of Incorporation listed us as a non-profit mutual benefit corporation and said that: ” in the event that this Corporation shall ever be liquidated or otherwise dissolved, the residual assets of the Corporation shall be distributed to some other qualified tax-exempt (pursuant to Section 501c3) by virtue of a vote of the Board In order to have non-profit status with the Federal Government, we may have to change our incorporation to be a public benefit corporation. The South Carolina Articles of Incorporation for a public benefit corporation say:
“Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) 3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Any such asset not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.”
AMENDMENTS TO BY LAWS
ARTICLE XIII GALLERY / LEARNING CENTER
Section I – Gallery
The Gallery was created to serve as a sales facility for SOBA artists and photographers. The Gallery is limited to displaying appropriate original paintings (oil, watercolor, acrylic, pastel, mixed media and photography). Pottery, ceramics, and wood carvings will be displayed, space permitting. No clothing or other crafts will be displayed. All members displaying artwork must abide by the Society’s regulations at that time, including but not limited to:
a) Membership and hanging fee payments;
b) Volunteer work requirements;
c) “Part-time” membership for ½ year residents; full time membership and staffing
d) “Featured Artist” requirements.
Section II – Learning Center
The Learning Center was created as space for conducting art classes/workshops for Bluffton youths and area adults.