Revised- June 17th, 2019 at BOD meeting
BYLAWS OF MADE IN WARREN
The organization, a nonprofit Rhode Island corporation, shall be MADE IN WARREN. The purpose of the organization is to allow regional artists to effectively market their art and merchandise to the public through a cooperative effort. The cooperative shall operate a gallery/storefront for its members to enable greater exposure and sales.
Membership
Membership is by application. Applications are to be approved by a members jury on a monthly basis. Each member shall have one vote at meetings of the membership and elections.
Meetings
The membership shall hold quarterly meetings in January, April, July and October to inform the membership of the operation and garner member input toward said operation. Nominations for Board of Directors can be taken from the floor at the July All-Members Meeting and determined by a vote of the membership. Members may also nominate themselves. Special meetings may be called by the Executive Director, a simple majority of the Board of Directors, or by a petition signed by fifteen percent of the membership. Notice of each meeting shall be given to the members, by email, at least five days before a meeting. Emergency meetings may be called by a majority of the Board of Directors or the Executive Director and the five-day notification period may be waived; however, all actions taken in an emergency meeting shall be ratified by the membership at a meeting called within one month of the emergency meeting lest such action be void. A quorum for meetings is fifty percent of the membership.
Management
The Board of Directors shall consist of no more than six voting members. The Board of Directors is responsible for carrying out all policy matters and the day-to-day operation of the cooperative. The Board serves without monetary compensation; however, upon approval of the Board, a Board member may be reimbursed for expenses in completion of the objectives in the cooperative. With forty-five members, the BOD becomes exempt from shift duties.
Member committees shall be formed at the discretion of the Board to assist with operations of the cooperative as necessary. The Board may, at its discretion, allow both members to attend Board of Directors meeting as non-voting consultants as needed. Non-members can be invited to Board of Directors meetings with the agreement of the entire Board. The regularly scheduled meetings of the Board shall be monthly, and the minutes for each regularly scheduled Board meeting shall be posted internally for the membership on the cooperative’s website following the meeting.
The Board shall have an annual election within the Board to determine an Executive Director, who, subject to any restrictions set by the Board of Directors, shall be responsible for the daily operations. The Executive Director may appoint other members of the Board to complete functions of the cooperative.
A quorum for Board meetings shall be three members. The Board may fill any vacancies by a majority vote of the Board at a duly constituted meeting. The person filling the vacancy will do so for the remainder of the BOD term. The Board shall appoint within itself, various officers, if needed, but shall always appoint one of the directors as an Executive Director, a Treasurer, and a Secretary.
Board of Directors Duties
The Executive Director is responsible for convening meetings, and shall preside over each meeting. The Executive Director, subject to review of the entire Board, may appoint subcommittees and representatives and agents to carry out the duties of the Executive Director and maintain corporate documents.
The Treasurer shall maintain and oversee all financial records of the organization. This includes producing financial reports to the Board and the membership on, at a minimum, a biannual basis.The Treasurer may appoint Assistants to help carry out duties.
The Secretary and the Secretary’s Assistants shall maintain all records of Board actions, send notices required, maintain a membership list, keep and provide minutes of meetings, and prepare an agenda for meetings. Any member resignations must be presented to the Secretary in writing. The Board has the authority to determine yearly dues and annual rent for the membership.
In the absence of the Executive Director, the Treasurer shall preside, and in the absence of the Executive Director and Treasurer, the Secretary shall preside.
The By Laws may be amended when required by a two thirds majority of the Board of Directors or by a vote of sixty percent of the membership at a duly noticed meeting for the purpose of amending the By Laws and notice of the proposed change or changes are provided the Secretary of the cooperative at least ten (10) days prior to the meeting.
These Bylaws have been adopted by vote of the Board of Directors on June 17, 2019 and shall be effective as of that date.
__________________________________ Recording Secretary Pro Tem
BYLAWS OF MADE IN WARREN
The organization, a nonprofit Rhode Island corporation, shall be MADE IN WARREN. The purpose of the organization is to allow regional artists to effectively market their art and merchandise to the public through a cooperative effort. The cooperative shall operate a gallery/storefront for its members to enable greater exposure and sales.
Membership
Membership is by application. Applications are to be approved by a members jury on a monthly basis. Each member shall have one vote at meetings of the membership and elections.
Meetings
The membership shall hold quarterly meetings in January, April, July and October to inform the membership of the operation and garner member input toward said operation. Nominations for Board of Directors can be taken from the floor at the July All-Members Meeting and determined by a vote of the membership. Members may also nominate themselves. Special meetings may be called by the Executive Director, a simple majority of the Board of Directors, or by a petition signed by fifteen percent of the membership. Notice of each meeting shall be given to the members, by email, at least five days before a meeting. Emergency meetings may be called by a majority of the Board of Directors or the Executive Director and the five-day notification period may be waived; however, all actions taken in an emergency meeting shall be ratified by the membership at a meeting called within one month of the emergency meeting lest such action be void. A quorum for meetings is fifty percent of the membership.
Management
The Board of Directors shall consist of no more than six voting members. The Board of Directors is responsible for carrying out all policy matters and the day-to-day operation of the cooperative. The Board serves without monetary compensation; however, upon approval of the Board, a Board member may be reimbursed for expenses in completion of the objectives in the cooperative. With forty-five members, the BOD becomes exempt from shift duties.
Member committees shall be formed at the discretion of the Board to assist with operations of the cooperative as necessary. The Board may, at its discretion, allow both members to attend Board of Directors meeting as non-voting consultants as needed. Non-members can be invited to Board of Directors meetings with the agreement of the entire Board. The regularly scheduled meetings of the Board shall be monthly, and the minutes for each regularly scheduled Board meeting shall be posted internally for the membership on the cooperative’s website following the meeting.
The Board shall have an annual election within the Board to determine an Executive Director, who, subject to any restrictions set by the Board of Directors, shall be responsible for the daily operations. The Executive Director may appoint other members of the Board to complete functions of the cooperative.
A quorum for Board meetings shall be three members. The Board may fill any vacancies by a majority vote of the Board at a duly constituted meeting. The person filling the vacancy will do so for the remainder of the BOD term. The Board shall appoint within itself, various officers, if needed, but shall always appoint one of the directors as an Executive Director, a Treasurer, and a Secretary.
Board of Directors Duties
The Executive Director is responsible for convening meetings, and shall preside over each meeting. The Executive Director, subject to review of the entire Board, may appoint subcommittees and representatives and agents to carry out the duties of the Executive Director and maintain corporate documents.
The Treasurer shall maintain and oversee all financial records of the organization. This includes producing financial reports to the Board and the membership on, at a minimum, a biannual basis.The Treasurer may appoint Assistants to help carry out duties.
The Secretary and the Secretary’s Assistants shall maintain all records of Board actions, send notices required, maintain a membership list, keep and provide minutes of meetings, and prepare an agenda for meetings. Any member resignations must be presented to the Secretary in writing. The Board has the authority to determine yearly dues and annual rent for the membership.
In the absence of the Executive Director, the Treasurer shall preside, and in the absence of the Executive Director and Treasurer, the Secretary shall preside.
The By Laws may be amended when required by a two thirds majority of the Board of Directors or by a vote of sixty percent of the membership at a duly noticed meeting for the purpose of amending the By Laws and notice of the proposed change or changes are provided the Secretary of the cooperative at least ten (10) days prior to the meeting.
These Bylaws have been adopted by vote of the Board of Directors on June 17, 2019 and shall be effective as of that date.
__________________________________ Recording Secretary Pro Tem