About Us
By Laws: We're a Membership Nonprofit Corporation
A Membership Nonprofit Corporation
Offices
The principal offices of the Corporation shall be located at the Raymond F. Kravis Center for the Performing Arts in Palm Beach County, West Palm Beach, Florida, and the corporation shall have such other offices at such other places as the Board of Directors may from time to time appoint, or the business of the Corporation may require.
Seal
The Corporation shall not have a corporate seal.
Members
1. QualificationMembers of the Corporation shall be organizational, not individual, and are limited to sixty (60) organizations representing performing arts presenting and venue organizations. Members may have no more than two (2) representatives who must be directly responsible for actively planning and implementing technology solutions for the member organization.
2. Voting: Members are limited to one (1) vote per organization.
3. Dues: Membership dues shall be established from time to time by majority vote of the Board of Directors. Dues shall be payable for the fiscal year of the Corporation. New members who join after March 31 of the Corporation's fiscal year shall pay one-half of the annual dues for the remainder of that membership year.
4. Annual Meeting: The Corporation shall hold an Annual Meeting of Members for the purpose of providing a report of the corporation's activities to its Members, transacting such other business as may come before the meeting and for the overall purpose of acting directly on the Corporation's mission. The Annual Meeting shall be held at such time and place as may be determined by the Board of Directors.
5. Annual Meeting Notice: Written, printed or electronic notice stating the place, day and hour of the Annual Meeting of Members shall be delivered not earlier than 45 days before the meeting date, at the direction of the President or Secretary of the Corporation, to each Member of record entitled to vote at the Annual Meeting.
6. Annual Meeting Host: The Annual Meeting shall be hosted by a Member of the Corporation. The Vice President will assist the host organization in planning the Annual Meeting. The host organization may invite guests that they deem important to attend the Annual Meeting.
7. Membership Record Date: The record date for purposes of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or to make a determination of Members for any other proper purpose shall be 30 days prior to the date set for such meeting or action requiring the determination of Members. All members in good standing as of such date shall be entitled to such notice as may be required under these Bylaws.
8. Quorum of Members: A minimum of ten (10) Members or twenty five percent (25%) of the membership, whichever is greater, shall constitute a quorum at a meeting of Members or for votes taken by email. If a quorum is present, the affirmative vote of a majority of Members present at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless a greater vote is required by these Bylaws. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum exists. Any business that might have been transacted at the original meeting may be transacted at the next meeting if a quorum exists.
9. No Proxy: Membership rights are nontransferable and no votes by proxy are allowed.
10. Cumulative Voting: At each election of Officers, every Member entitled to vote shall have the right to vote, in person, for as many persons as there are Officers to be elected. No Member shall have the right to vote cumulatively.
11. Resignation: A Member may resign from the Corporation at any time. A resigning Member shall not be entitled to a refund of any portion of the annual dues previously paid.
12. Termination: A member's failure to pay dues within sixty (60) days after the billing date shall result in automatic termination of membership, without prejudice with respect to a subsequent re-application. Any organization whose conduct is found by the Board of Directors to be inconsistent with the purposes or mission of the Corporation, to otherwise materially hinder pursuit of the purposes of the Corporation or has no representation at two consecutive meetings, may be terminated by the affirmative majority vote of the Board of Directors after notice and hearing as follows:
(a) Upon written request by the President, Treasurer, or any five Members, the Secretary shall give written notice of intent to terminate membership to the offending Member at least fifteen (15) days prior to the meeting at which termination shall be considered. The notice shall specify the reasons for the proposed termination, and offer the offending Member the opportunity to be heard at the meeting or to submit written testimony before or at the meeting.
(b) The Board of Directors may act at the meeting at which the matter is first heard, or take the matter under advisement for decision at a subsequent meeting. In the latter case, the offending party shall be entitled to not less than five (5) days' prior written notice of such subsequent meeting, and shall be entitled to be heard, orally or in writing, at such meeting.
Directors
1. General Powers: The affairs of the Corporation shall be managed by the Board of Directors, and all of the powers of the Corporation shall be vested in said Board.
2. Number : The Board of Directors shall consist of five (5) voting members.
3. Composition: The Board of Directors shall be comprised of four elected Officers and one Officer-at-Large.
4. Meetings: The Board shall meet no less than once each calendar year at a time and place convenient to a maximum number of Directors. The date, time and place of each meeting shall be established by the President. The Secretary shall give adequate notice to all member of the Board not less than five (5) and no more than thirty three (33) days before the meeting date.
5. Conduct of Meetings: Meetings may be conducted through the use of any means of communication by which all Directors participating in the meeting may simultaneously communicate with each other. A Director participating in a meeting by such means shall be deemed present in person at the meeting.
6. Quorum: A majority of the members of the Board shall constitute a quorum. A majority vote of that quorum shall suffice for a fully valid and official act of the Board, except as indicated otherwise in the Corporation's Articles and Bylaws.
7. Unanimous Written Consent: A decision of the Board shall be valid and official without a meeting of the Boards, if the decision in writing is signed by all members of the Board.
Officers
1. Officers: Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and an Officer-at-Large and any other officers that may be deemed necessary by the Board.
2. Term: The term for each Officer is two (2) years, commencing immediately following the Annual Meeting, or appointment by the Board and continuing until a successor is elected or appointed as these Bylaws may prescribe.
3. Selection: Officers shall be elected by a majority vote of the Membership, with the exception of the Officer-at-Large, which shall be filled by the immediate past President. The election of Officers shall be by ballot, mailed or sent electronically to each voting Member of record not less than thirty (30) days before the date of the Annual Meeting of the Corporation. This ballot shall indicate the number of responses needed to meet any quorum requirement, and shall state that it must be received by the corporation by the date and time of the Annual Meeting to be counted.
4. Resignation: An Officer may resign the position at any time by giving written notice to the President or the Secretary.
5. Removal: An Officer may be removed from office with or without cause by amajority vote of the remaining Directors.
6. Vacancy: A vacancy in any office shall be filled by an appointment of a majority vote of the remaining Directors, at any meeting, for the remaining portion of the term.
7. Compensation: All Officers shall serve without compensation.
8. President: The President shall have responsibility for the overall management of the Corporation. In addition, the President shall preside at all meetings of the Board of Directors and the Membership; shall appoint all committees with the consent of a majority of the Board of Directors; shall be an ex officio member of all committees; and shall cause reports on the activities of the Corporation to be submitted to the Board of Directors. The President shall have responsibility for legal issues of the Corporation. The President shall have such other powers and perform such other duties as the Board of Directors or these Bylaws may prescribe.
9. Vice President: The Vice President shall assist the President in carrying out his or her responsibilities, and shall act on behalf of the President in his or her behalf. The Vice President shall work with local meeting hosts to coordinate meetings and serve as a resource to the local hosts. The Vice President shall have such other powers and perform such other duties as the Board of Directors or these Bylaws may prescribe.
10. Secretary: The Secretary shall cause minutes to be kept of all meetings of the Board of Directors and Membership meetings. The Secretary shall cause appropriate notices to be given in accordance with these Bylaws, shall be responsible for the keeping and maintaining of corporate records, reports, and other documents pertaining to the affairs of the Corporation. The Secretary shall perform other duties as the Board of Directors or these Bylaws may prescribe. The Secretary shall also produce a quarterly newsletter and shall be responsible for gathering and organizing content for the Corporation's Web site.
11. Treasurer: The Treasurer shall be responsible for the financial affairs of the Corporation to include collect Membership dues, maintain records of Members in good standing, maintain custody of all moneys, pay debts, and maintain accurate financial records of the Corporation. The Treasurer shall perform the customary duties pertaining to the office of Treasurer, and shall perform such other duties as the Board of Directors or these Bylaws may prescribe.
12. Officer-at-Large: The Officer-at-Large shall be responsible for assisting other Officers and filling duties as needed. The Officer at Large shall perform such other duties as the Board of Directors or these Bylaws may prescribe.
Records and Execution
1. Records: The Corporation shall maintain adequate and correct books, records and accounts of its business. All of such books, records and accounts shall be kept by the appointed Officer.
2. Inspection: All books, records and accounts of the Corporation, and the original or a certified copy of the Articles of Incorporation, the Bylaws and any amendments thereto, shall be open to inspection by the Members in the manner and to the extent required by law.
3. Signature Authority: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.
4. Audit: Records of the Corporation may be open for review by Members at the Annual Meeting.
5. Fiscal Year: The fiscal year of the Corporation shall be the annual period ending September 30.
6. Execution of Documents: Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
7. Financial Accounts: All financial accounts in any financial institution shall beheld in the name of the Corporation with authority in either the President, an other officer of the Corporation, or an individual authorized by a majority vote of the Board to act and sign for the Corporation on financial matters.
Limitation Of Liability
1. Liability: The Directors of the Corporation shall not be held personally liable for the obligations of the Corporation, and shall not be liable in damages to the Corporation for injury which may result from the fulfillment of their directorial duties when they discharge the duties of their positions in good faith and with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.
2. Insurance: The Corporation shall be authorized to purchase and maintain in effect a policy or policies of insurance covering any liability of Officers, employees and agents of the Corporation, regardless of whether the Corporation would have the power to indemnify such persons against the liability so insured.
ARTICLE VIII
Amendments
1. Review: These Bylaws shall be reviewed by the Membership at least once every two years, and the Board of Directors shall propose amendments it believes necessary or appropriate.
2. Amendment: These Bylaws may be amended or repealed or new Bylaws adopted upon receiving Membership approval of a super majority of Membership at a meeting or electronic vote where at least twenty percent (20%) of the Membership is present or votes.
ARTICLE IX
General Provisions
1. Parliamentary Authority: The Parliamentary rules contained in Robert's Rules of Order shall govern in all cases where they do not conflict with any other rules of procedure adopted by this Corporation.
2. Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all persons entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.
3. Waiver of Notice: A waiver of notice of any Board of Directors in writing signed at any time by person entitled to notice shall be equivalent to the giving of the notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of the time and place of holding an adjourned meeting need not be given if such time and place is fixed at the meeting adjourned.
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testimonial
"I joined CIO/ARTS last year and it has made my job a lot easier and helped me save money for my organization.
At the April 08 Conference, Darren from the Broward Center showed us Spiceworks,an easy and free IT management tool. As a result, we deployed Spiceworks at the Philharmonic. It helps my team be proactive and it cut my recent audit discovery in half. On a recent listserv post, Alan from the Kennedy Center told us about the 66% discount Google gives to nonprofits for email filtering and archiving. It's nice to have access to such a smart group of people."
Elizabeth Cahill
IT Director, NY Philharmonic
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