Bylaws of SikoraArts

Adopted: 10/26/17

ARTICLE I. NAME
The name of the organization shall be the SikoraArts, hereinafter referred to as “SA” The principal offices of the organization shall be 3090 Clute Road, Cortland in the County of Cortland, State of New York.

ARTICLE II. PURPOSE

The purposes for which SA is organized are as follows:
1. The specific and primary purposes, for which this organization is formed, are to operate for the advancement of the Arts, education, literary, cultural and other intellectual purposes, by supporting such purposes, particularly for:
a. Conducting workshops, conferences, forums, classes, and other educational programs for both artists and the general public.
b. Providing workshop, studio, exhibition, and performance venues with supporting services.
c. Organizing exhibits, recitals, concerts, and performances for the benefit of both artists and the general public.
d. Providing educational programs in the arts for the general public.
e. Acquiring, caring for and/or using items or collections of natural or cultural significance.
f. Providing for the acquisition, preservation, restoration, renovation, maintenance and improvement of its office building at 3090 Clute Road, Cortland, NY., 1010 McLean Rd, Cortland NY (SikoraArts Gallery) and of 3036 Clute Rd., Cortland, NY (SikoraArts, Sculpture Garden and Park and future Arts Center).

2. The general purposes for which this organization is formed are to operate exclusively for such educational, literary, artistic, cultural, intellectual and charitable purposes thus it will become annexed to CortlandMusic, Inc. and follow its internal bylaws as its sister organization. CortlandMusic, Inc. already holds an exempt category under Section 501 (c)(3) of the Internal Revenue Code of 2009 and corresponding provisions by any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations which qualify as tax exempt organizations under that code.

3. This organizations shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.

ARTICLE III. FISCAL YEAR

1. Fiscal Year. The fiscal year shall be from January 1 to December 31.
2. Annual Meeting. The annual meeting of the Board of Directors shall be September of each year to elect a new slate of officers and adopt a draft proposed budget for the upcoming fiscal year.

ARTICLE IV. BOARD OF DIRECTORS

1. Board Members. The management of the affairs of SA shall be vested in a Board of Directors. It shall consist of a minimum often (6) and a maximum of fifteen (10) individuals. This Board of Directors shall administer the business of SA as provided herein. Changes in the number of directors within these limits may be made or authorized at any meeting of the Board of Directors, and if the number is increased; the additional director or directors shall be elected by the Board of Directors at one of its regularly scheduled meetings. No decrease in the number of directors shall affect the term of office of any Director then in office.
2. Composition. The membership of the Board of Directors shall include various business and community members with knowledge and experience needed by the organization to ensure the successful accomplishment of its purpose. All members of the Board shall be full voting members
3. Ex-officio Members. One non-voting, ex-officio board seat shall be reserved for the Director Emeritus. This seat shall be in addition to the Board Member seats above.
4. Eligibility. The Directors of SA shall be community volunteers who serve without compensation. Board Members shall be nominated, elected, and replaced as described in Article VII. No salaried employee of SA is eligible for Board membership, although the Executive Director will act as a non-voting, ex-officio member of the Board.
5. Rotation of Terms. The members of the Board of Directors shall serve three-year staggered terms providing for the election or reelection of approximately one third of the members each year. Directors may serve up to two consecutive terms (six years). After a one year "time out "period" in which they can serve on ad-hoc committees, they may serve as board members again. The annual period of service is January 1 to December 31.
6. Resignation of Board Members. Board members shall be considered as having resigned if they fail to attend three consecutive meetings without having made special arrangements with the Chair of the Board. Requests for resignation must be made in writing and approved by the Chair. In the event of the resignation or lapse of Board membership of a Director during his or her elected term, a replacement may be determined by the same election procedures as per Article VII (for other Board Members). The replacement Board Member shall complete the remainder of resigning Board member's term. A replacement must be made in the event that the resignation results in less than the mandated minimum number of ten Directors. Otherwise, it is at the discretion of the remaining Board members to determine if a qualified individual can be identified to fulfill the remainder of the vacated term. Time served will not accrue toward the established limit of two three-year terms.
7. Removal of Directors. The Board of Directors, by majority vote of the entire Board, may remove any member of the Board of Directors for cause, as defined below, at any regularly scheduled meeting or at any special meeting called for that purpose. "Cause" shall include, but not be limited to: (i) action by a Director that is inconsistent with the corporate purposes; (ii) dishonest, fraudulent or other acts which jeopardize the integrity of the Organization, and/or (iii) a significant number of unexcused absences from Board meetings and other corporate functions. The notice for any meeting where removal of a Director is to be considered shall comply with the requirements of these Bylaws. In the event of a removal action of any Director or officer, the notice sent to all Directors for the meeting must include: (i) the proposed removal action as an agenda item, (ii) the name or names of each Director(s) or officer(s) under consideration for removal and (iii) the alleged cause giving rise to proposed removal action.
8. Board Quorum. For the purpose of acting required or authorized herein, a quorum shall consist of a majority plus one of the Board of Directors. A simple majority of said quorum shall be binding on any issue before the Board, unless a greater number is specified herein. The Chairperson shall cast a vote in case of a tie vote.
9. Meetings per Year. The Board of Directors shall meet on a regular prescheduled basis no less than three times per year. Meetings may be held in person, by telephone, by video conference, or by any combination of the above, provided only that all Directors in attendance are able to hear all other members in attendance Special meetings may be called at any time by the Chair, or by any members, upon seven-day notice via mail, fax or confirmed e-mail sent to all members. The seven-day notice may be waived if all Board members agree in writing via mail, confirmed by e-mail or fax. Any one or more Directors or members of any
Committee may participate in a meeting of such Board or Committee by means of a video or audio conference or similar communications equipment allowing all persons participating in the meeting to hear each other concurrently. Participation by such means shall constitute presence in person. at a meeting.
10. E-mail votes. On time-critical issues requiring Board approval, it may become necessary to exercise a vote via e-mail communication. Such issues shall be clearly outlined with a reasonable, allowable discussion period after which the Chair of the Board will call for a vote. E-mail votes will be considered binding and will be officially entered into the minutes of the subsequent Board meeting.
11. Meeting Rules. The Directors shall adopt such rules or procedures as required for the administration of the Board. The Chair shall cast a vote in case of a tie vote. He or she shall conduct meetings by using a simplified form of Robert's Rules of Order. In the event of contested issues, a member may request that the Chair conduct the meeting by adhering to Robert's Rules of Order — New Revised.
12. Power and Duties. The Board of Directors is the governing body of SA. The Board shall, but is not limited to:
a. Establish the general policy regarding substance and structure of SA and provide for the proper administration of SA to achieve the stated goals.
b. Establish long range goals for SA and establish programmatic priorities in order to achieve those goals.
c. Establish a budget, with input from the Executive Director, based on the projected income and authorize the disbursement of funds for expenses incurred in the name of SA.
d. Employ and supervise an Executive Director.
e. Assist the Executive Director in seeking funding to make SA financially solvent and able to achieve stated goals. No Director, Officer or agent shall have the authority, on behalf of SA to enter into a loan agreement with a bank or any other financial institution or individual(s) except by majority vote on a specific resolution of the Board of Directors. The authority designated by this provision shall be limited to a single and specific instance.
f. Establish participation levels and privileges and other fees for activities of and in SA
g. Review, interpret, and amend these Bylaws, as necessary, to assure that the purposes of SA are carried out.
h. Perform whatever other duties may be required to assure that SA functions in such a way as to fulfill the purposes as stated herein.

ARTICLE V. OFFICERS OF THE BOARD OF DIRECTORS

1. Officers of the Board. Officers of the Board of Directors shall be a Chair, Vice Chair, Secretary and Treasurer. These officers shall be elected by the Board of Directors from among the membership of the Board of Directors and shall each serve a three-year term. Each may serve subsequent terms. All terms of office begin January 1 and end on December 31.
2. Duties of the Chair. The Chair shall preside at all meetings of the Board of Directors. The Chair will work with the Board to appoint the following standing board committees: Executive and Finance Committees. The Chair will work with the Executive Committee and Executive Director to appoint additional ad hoc committees, which may also include non-board members as necessary to carry out the purposes of SA. The Chair shall be a member of all standing board committees with voting rights thereon. The Chair shall be responsible for calling meetings (with due notice), arranging agendas for meetings, conducting preparatory work, requesting e-mail votes as needed, and other such matters deemed relevant to the activities of SA.
3. Duties of the Vice Chair. The Vice Chair shall assist the Chair with the above duties, and serve in the capacity of the Chair in the absence of the Chair.
4. Duties of the Secretary. The Secretary shall attend all meetings of the Board of Directors. In the event the Secretary is absent from such meeting the presiding officer's designee shall maintain official minutes. The Secretary shall ensure the safety of the minutes and the seal of the organization, if any, and shall have the authority to affix the seal to all instruments wherein its use is required. The Secretary shall ensure the safekeeping of all records and correspondence of the Board of Directors; the Secretary (or the Chair's designee) shall keep a complete and accurate record of all Board proceedings. An accurate and complete list of policies in effect shall be kept in the Secretary's book and a copy shall be posted at SA.
5. Duties of the Treasurer. The Treasurer shall oversee the development of the budget, fiscal controls, investment and property. The Treasurer will work cooperatively with the Executive Director and the Executive Committee of which s/he is a member, as well as with the Audit and Finance Committee of which s/he is an ex-officio member.

ARTICLE VI. EXECUTIVE COMMITTEE AND EXECUTIVE DIRECTOR

1. Purpose. The Board of Directors shall maintain an Executive Committee and may provide for an Executive Director to promote the objectives of SA and to assure implementation of the policies of the Board.
 2. Executive Committee Membership. The Executive Committee shall consist of the
Board Chair, Vice Chair, Secretary, Treasurer and the Executive Director. The Executive Director shall serve as an advisory, non-voting member of the Executive Committee.
3. Duties of the Executive Committee. The Executive Committee shall make decisions interpreting policies established by the Board in order to carry out the purposes of SA on a continuing basis. It shall also make decisions that may be required to conduct the day-to-day affairs of the organization, which may be reviewed by the Board at its subsequent meeting.
4. Duties of the Executive Director. The Executive Director shall function in consultation with the other members of the Executive Committee and the Board of Directors. The Executive Director shall serve at the pleasure of the Board in the capacity of Chief Executive Officer of the Organization. As such, the Executive Director shall be responsible for conducting the day-to-day activities of the
Organization within the general and basic policies and guidelines, and in accordance with the direction and priorities set by the Board of Directors.
a. The Executive Director's responsibilities shall include the preparation for consideration by the Board of strategies, plans and budgets for implementing activities that serve to carry out the purpose of the Organization. Once approved by the Board, the Executive Director shall have the responsibility and authority to implement these strategies and plans within the overall budget adopted by the Board.
b. The Executive Director shall have the responsibility and authority to hire and direct such staff as he/she judges necessary and appropriate to carry out his/her responsibilities within the general guidelines and overall budget approved by the Board.
c. The Executive Director shall be present at all meetings of the Board of Directors. The Executive Director shall discharge all the duties imposed upon the organization by law and these Bylaws. The Executive Director shall report to the Board of Directors at each regular meeting and at the annual meeting, as well as at other times and places as directed by the Board.
d. To the extent there is a vacancy in the position of the Executive Director caused by death, resignation, removal or otherwise, the Executive Committee shall oversee the process of recommending a successor to serve as Executive Director.
e. The Executive Director shall be responsible for recommending additional staff to the Board of Directors and shall be responsible for their employment.
f. In addition, the Executive Director shall be responsible for, but not limited to: preparing a budget; grant applications; seeking funding; the day-to-day administration of SA and all programming.
g. The Executive Director shall have the authority to purchase items not previously approved in the adopted budget with the approval of the Executive Committee. All procurement and/or contracts for goods or services not previously approved in the adopted budget must be reported at the next Board Meeting. Executive Committee approval for these goods or services may be secured by e-mail, but should be done in advance of the purchase or execution of the contract.

ARTICLE VII. ELECTIONS OF BOARD OF DIRECTORS

Nominations. An ad-hoc Nominating Committee shall be composed of three members of the Board of Directors who shall nominate individuals from SA membership to fill open board of director seats, and to nominate the Chair, Vice Chair, Secretary, and Treasurer from among all the members of the Board. Nominations shall be submitted to the Chair of the Board of Directors by October 31st.
1. Elections. At the September meeting, the Board of Directors shall elect new members and officers that will take office for the next year from the slate provided by the Nominating Committee or from names proposed by Directors at the meeting.

ARTICLE VIII. BOARD COMMITTEES

Cortland Music shall have one established committee elected by the Board of Directors:
1. Executive Committee as outlined in Article VI. of these Bylaws, elected annually by the Board of Directors.
The Board of Directors may also establish various ad hoc volunteer committees as it deems necessary to deal with particular subjects and/or issues. These committees are strictly advisory in capacity, and may include both board members and non-board members who bring subject-matter expertise to the task. These volunteer committees shall report to the Executive Director on an "as-needed" basis, providing input and insight into particular subjects or issues. They are not formal committees of the Board of Directors but may provide valuable guidance to the organization.

ARTICLE IX. CONFLICTS OF INTEREST

1. Policy. The Organization shall adopt a Conflict of Interest Policy to protect the Organization's 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. This policy shall maintain compliance with the requirements of New York Not-for-Profit Organization Law and shall be reviewed and updated, as necessary, on an annual basis.
2. Annual Statements. Each Director, officer and member of a committee with Board delegated powers shall annually sign a statement, which affirms that such person:
a. has received a copy of the Bylaws and the Conflict of Interest Policy of the Organization;
b. has read and understands the Conflict of Interest Policy;
c. has agreed to comply with the Conflict of Interest Policy; and
d. shall identify any entity of which he/she is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Organization has a relationship, and any transaction in which the Organization is a participant and in which he/she may have a conflict of interest.
3. Compliance with Laws. It is the intention of SA that in all matters related to the organization, all members of the Board, officers and members of committees with Board delegated powers shall adhere to applicable federal and state laws and regulations. If there is doubt as to the legality of any action or transaction, reasonable legal assistance should be obtained.

ARTICLE X WHISTLEBLOWER POLICY

SA shall adopt and maintain a Whistleblower Policy applicable to all Directors, officers, employees and volunteers of the organization to protect such individuals from retaliation for reporting suspected improper conduct. This policy shall maintain compliance with the requirements of New York Not-for-Profit Organization Law and shall be reviewed and updated, as necessary, on an annual basis.

ARTICLE XI. BANK ACCOUNT AND FINANCES

The funds of SA shall be deposited in its name with such banks, trust companies or other depositories as the Board may from time to time designate. All bills payables, checks, notes, drafts and other negotiable instruments of SA shall be signed by such officer or officers, agent or agents, employee or employees as the Board from time to time may designate. No officer, board member, agent, employee or independent contractor of SA, alone or with others, shall have the power to make any bills payable, checks, notes, drafts or other negotiable instrument, or endorse the same in the name of SA, or contract or cause to be contracted any debt or liability in the name of SA or otherwise bind SA thereby, except as provided in these Bylaws.

ARTICLE XII. LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

1. Limitation of Liability. An officer or director of this organization shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the breach or failure constitutes willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Director pursuant to any criminal statute pursuant to local, state or federal law.
2. Indemnification. The Organization shall indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a Director or officer against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Expenses incurred by an officer or director indemnified by this Section in defending a civil or criminal action, suit or proceeding may be paid by the Organization in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Organization. The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
3. Insurance. The Board of Directors shall authorize the Executive Director to purchase and maintain Directors and Officers insurance on behalf of any person who is a director or officer (or employee or agent) of SA or is or was serving at the request of SA against any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such

ARTICLE XIII. GENERAL PROVISIONS  

1. Construction of Powers. Unless these Bylaws expressly or by clear construction or implication so provide, nothing contained in these Bylaws is intended to or shall limit, qualify, or restrict any powers or authority granted or permitted to an organization by the New York Not-for-Profit Organization Law.
2. Disposition of income and assets. Pursuant to the certificate of incorporation and section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future united states internal revenue law (the "code"), no part of the income or profits of the organization shall be paid, distributed or otherwise inure to the benefit or use of its directors or officers or other private persons except that the organization shall be authorized to pay compensation in reasonable amount to its directors or officers for services rendered and to make payments and distributions in furtherance of its general corporate purposes including contributions and donations for charitable purposes. Upon dissolution of the organization, the assets of the organization shall not be distributed to its directors or officers or other private persons. In the event of such dissolution, the board of directors shall, after paying or making provision for the payment of all liabilities and after provision is made for the disposition of any property committed to charitable purposes as required by court order, transfer and convey the remaining assets to a New York not-for-profit that qualifies as tax-exempt under 501 of the code.
3. Construction. If any portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible, the remainder shall be valid and operative. These Bylaws are subject to and governed by the Articles of Incorporation.

ARTICLE XIV. DISSOLUTION

In the event of dissolution of the "SA," any assets shall be distributed to an organization (or organizations) which has established appropriate exempt status as an organization described in Section 501 of the Internal Revenue Code, contributions to which are deductible, or to a state or local government for public purposes.

ARTICLE XV. AMENDMENTS

These By-Laws may be amended, repealed, adopted, confirmed, modified or added to at any regular meeting of the Board of Directors provided a notice of the proposed amendment or repeal, modification or addition or the new By-Law is contained in the notice of such meeting, by a majority vote of the entire Board, including written proxies presented at the meeting.

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