Red River Revue Center for the Arts
Organizational Bylaws
Amended 2.22.2016
Amended 3.30.2016
Amended 4.24.2017
Article I — Name and Purpose
Section 1
The name of this organization shall be Red River Revue Center for the Arts
Section 2
This corporation is organized exclusively for charitable, literary, and educational purposes, including for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code.
The mission of this organization is to provide cultural education and entertainment in the arts for citizens of all ages of Red River County and surrounding areas, focusing on cultivating community togetherness and promoting cultural diversity.
Article II — Members
Section 1
This corporation has no members.
Article III — Board of Directors
Section 1
The board of directors is responsible for setting policy and governing the organization and holds the power to conduct the nonprofit’s business and to delegate that power as needed to an agent of the board.
The minimum board of directors elected shall be no less than five: four officers and one at large. The maximum board of directors elected shall be no more than eleven: four officers, four representatives from Avery, Bogata, Clarksville, and Detroit, and three at large.
Section 2
Elected members of the board shall serve no more that two terms consecutively. Officers shall be elected at the end of terms as follows. The President, Secretary, representatives from Clarksville and Avery, and two at large members will serve a 3 year term. The Vice President, Treasurer, representatives from Detroit and Bogata, and one at large member will serve 2 year term. No board member may serve more than 2 consecutive terms. After1 year off, they may be voted back onto the board.
Section 3
Potential board member candidates will be selected by a nominating committee approved by the current board. The nominating committee will present chosen candidates at the time designated, and members will be voted in by the current board.
Section 4
A quorum may be established when three voting board members are present. Board members who are unable to attend may send their votes by proxy.
Section 5
The board of directors will meet once every month to conduct regular business.
If a special board meeting is needed to be called, all board members will be contacted by email and/or phone. The board meeting may be conducted with the consent of 3 board members, the President, and the Executive Director.
All current board members will be notified 72 hours in advance of every board meeting by email and/or telephone.
Section 6
Any board member who misses 3 consecutive meetings, without prior notice or excuse, will be removed. A board member may also be removed if they fail to perform duties stated in Article IV, fail to disclose conflict of interest, or breach confidentiality, or related issues.
Section 7
Board meetings will be governed by the latest edition of Robert’s Rules of Order unless otherwise stated.
Section 8
Directors shall not be compensated for their service except for reimbursement of reasonable expenses.
Article IV — Officers of the Board
The board of directors’ officers shall consist of four positions: President, Vice President, Secretary, and Treasurer. The President and Secretary will serve a three year term. The Vice President and Treasurer will serve a two year term. No officer shall serve more that 2 consecutive terms. After one year off, they may be nominated and elected as an officer again.
Section 1
The President will preside at all meetings of the board, appoint committees, and will ensure that proper records are maintained and filed as necessary.
Section 2
The Vice President will act as the chief board officer in the president’s absence. He/She will also assist in other duties in other officer’s absence or if additional help is needed.
Section 3
The treasurer will oversee the financial matters of the organization and ensure that monies are deposited promptly in the appropriate accounts. The treasurer shall also keep adequate records of monies received and spent, prepare checks, and present yearly financial reports. In November of each year, the treasurer will collaborate with the Finance committee to present a budget for the next year’s season.
Section 4
The secretary shall take and maintain minutes in board meetings and ensure that necessary reports and filings to state and federal authorities are made in a timely matter. He/She shall make sure that all records are kept in the proper manner.
Article V — Board Committees
The board shall have four standing committees. These shall be named as finance, program and events, nominating, and education.
Section 1
The finance committee shall plan and collaborate with the staff and board to help manage funds for the Red River Revue Center for the Arts. The finance committee will work with the treasurer to provide a budget plan at the November meeting for the beginning of each year including but not limited to, money set aside for each scheduled performance, event, class and building/storage upkeep.
Section 2
The program and events committee oversees and provides advice regarding the organizations programs and events. They will also work with staff to present the slate of plays, concerts, etc., for each year’s season to the board for approval at the October meeting. This committee will not make decisions regarding educational opportunities in the Arts.
Section 3
The nominating committee shall assume the tasks of indentifying candidates for election to the board and assembling a slate of officer candidates to be elected by the full board. Nominations will be presented at the November meeting the year before a board members term is set to expire.
Section 4
The education committee shall work with staff and the board to plan each year’s slate of educational opportunities in the arts. This slate should consist of equal opportunities within art, dance, music, theatre, and creative writing. This slate of educational opportunities will be presented at the October meeting for the next year’s season.
Section 5
The president of the board may establish special committees to undertake designated responsibilities on an as-needed basis.
Article VI – Conflict of Interest
Section I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's Red River Revue: Center for the Arts interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article VII – Dissolution
Section 1
The Red River Revue Center for the Arts may be dissolved only with authorization by its Board of Directors given at a special called meeting called for that purpose and with subsequent approval of 2/3 vote of Board of Directors. Upon dissolution, all remaining assets of Red River Revue Center for the Arts after payment in full of all debts, obligations and necessary final expenses or after making adequate provisions therefore, shall be distributed to a tax-exempt organization with similar interests when available as shall be chosen by the then existing Board of Directors of Red River Revue Center for the Arts.
Article VIII — Amendments to the Bylaws
Section 1
These bylaws may be amended subject to approval of a vote of three of the sitting directors.
These bylaws will be reviewed every 4 years by a committee appointed by the board of directors and any revisions will be submitted.