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Bylaws

KINGSTON ART GALLERY BY-LAWS: Revised October 2005

I. NAME:

The name of the Gallery shall be the Kingston Art Gallery, and it is a Co-op. Hereinafter it is referred to as the Kingston Art Gallery.

II. MISSION:

The Kingston Art Gallery is dedicated to providing a venue and foundation for regional artists to display, sell and promote art in the community.

III. BOARD OF DIRECTORS:

A. The Board shall consist of the following Officers:

  • Chair - Chair of the Board, will supervise all of its functions within keeping of the By-laws of the Co-op Gallery, chair board and general membership meetings, ensure that decisions made during such meetings are carried out.
  • Vice Chair - Shall perform the duties of the Chair in their absence or inability to act. Shall act as secondary signature for checks if the Gallery Manager is unable to do so. Works closely with Committee Chairs and assists with their projects; meets with professional consultants on an as needed basis.
  • Gallery Manager - Oversees daily operations of the Gallery. Ensures that the Gallery is staffed and that staff complies with procedures. Acts as second signature on checks. Works closely with Committees. Reports to the Board on a regular basis regarding but not limited to staffing and related issues.
  • Secretary - Shall conduct all official correspondence of the Gallery, take and maintain minutes of all Board meetings, shall act as custodian of records and perform other duties as assigned by the Board. Will distribute minutes to membership as requested.
  • Treasurer - Shall collect membership dues and maintain accurate records of all sales, commissions, taxes and dues. Pays gallery bills and makes regular bank deposits; disperses funds and reimbursements. Prepares and presents monthly and annual financial reports. Shall ensure that all out-going checks carry two signatures (Treasurer and Gallery Manager or Vice-Pres. if Gallery Manager is unable to perform duties). Shall ensure that the Gallery Accountant is given accurate financial records as needed. All funds shall be handled accurately, fairly, legally and as set forth in the By-Laws and Gallery/Artist Contract.

A. An attorney or qualified legal consultant shall be consulted to provide legal advice to ensure that policies and transactions are within legal guidelines. The attorney/consultant is not a member of the Board and not expected to attend Board meetings.

B. Officers of the Board shall serve one-year terms, from October to September.

C. Only voting members shall be eligible to hold elective office.

D. The Board of Directors is required to meet on a quarterly basis, and can hold emergency or special meetings when necessary.

E. All meetings are public and will be held as set for in these By-Laws. Notification of any special meeting must be given one week minimum prior notification to the membership, except for extreme emergency.

F. Members of the Board shall serve without monetary compensation.

G. Should a vacancy occur by death, resignation or otherwise, the Board of Directors shall fill it temporarily without undue delay until an election can be held.

H. A Board member can be removed from office for just cause (non-compliance of the By-laws, violation of Artist Contract, unreasonable conduct). The matter would then be decided by a majority vote of the Board.

IV. ELECTION OF OFFICERS:

A. Officers shall be elected by a majority of the Active Participating Artist members in good standing at an annual meeting in September that is announced a minimum of one month in advance.

B. The Board shall appoint a nominating committee of 3 persons, two months prior to the election (usually July). They will collect candidate names and prepare a ballot for inclusion with the announcement of the meeting. The Membership Committee will assist in distributing the announcement.

C. If a member in good standing is not able to attend the meeting, their vote will be counted if submitted in written form by the date of the meeting, and signed by the member.

D. Nominations for officers from the floor at that meeting shall be included in the vote.

E. The newly officers shall take office in October.

V. COMMITTEES:

Committees shall serve one-year terms, October to September.

A. STANDING COMMITTEES:

  1. JURY - This committee will determine entrants into the Gallery, and will have no less than 5 members. Three perspectives must be fulfilled -- that of the artist, collector, and seller.
  2. DISPLAY - any hanging or free standing art, bin management
  3. MEMBERSHIP - recruitment, maintenance, history/archive photo book
  4. MARKETING - PR, newsletter, media, website, email, advertising, customer mailings
  5. SPECIAL PROMOTION - gallery night, featured artist, workshops, holiday events, demonstrations, lectures, concerts, etc.
  6. FACILITIES/OPERATIONS - maintain gallery facility, regularly scheduled clean up, touch up painting as needed, ensures housekeeping supplies are well stocked; works closely with Gallery Manager
  7. COMPLIANCE - ensures that By-laws include all needed areas, and operates according to its own rules set forth in the By-laws and Gallery/Artist contract.

B. AD HOC COMMITTEES:

  1. RULES - creates By-Laws and Artist/Gallery Contract
  2. RENOVATION - renovation to ready space for displaying art.

VI. GALLERY ARTIST CONTRACTUAL AGREEMENTS

A. The Board of Directors and Gallery manager shall oversee all Contractual Agreements, and make modifications as needed, within the guidelines of the By-laws. The Board of the Gallery reserves the right to change the agreement after 90 days and upon 30 days written notice to all members.

VII. MEMBERSHIP:

Membership in the gallery is on three levels, Artists, Representatives and Supporting.

A. ARTISTS:

Shall be admitted into membership upon approval of the Jury Committee recommendation to the Board and active membership.

Artist members of the gallery are individuals who have been juried, accepted, and signed a contractual agreement with the gallery. Such membership can be terminated by resignation, failure to fulfill the obligations a stipulated in the contract, or by death. Any artist who changes medium shall have the new work juried for entrance into the gallery.

  1. JURIED, DISPLAYING ARTISTS:
    1. Active: - shall be maintained by fulfilling the terms of the most current Gallery-Artist Contractual Agreement.
    2. Leave of Absence - to be amended: May retain membership status and be relieved of all duties and hanging privileges by giving 30 days notice and paying of the dues. All work must be removed from the gallery. Full membership will be resumed when the Leave of Absence ends, and full dues are paid.
    3. Inactive/Medical: Members may request this status due to medical or family emergencies. Such persons are not required to fulfill committee or volunteer obligations, and dues will cease to be required. Exhibit privileges will cease after one-month period. Membership will be reinstated upon a 30 days notice to re-active.
    4. Suspended: This status shall commence if Artist fails to meet obligations of the Contractual Agreement unrelated to medical reasons or unforeseen emergencies.
  2. REPRESENTATIVE ARTISTS - Such members are not artists, but represent other artists that have close ties to the Kitsap region. Such membership is determined on an individual basis by the Board of Directors.
  3. HONORARY ARTISTS - Such members do not necessarily display their work in the Gallery, but have contributed substantial funds to the Gallery. They pay no dues and are not voting members. Such members will receive newsletters at no cost, and be given priority notification of special events, etc. There have been recognized artists in the region, and have demonstrated commitment to the arts.

B. NON ARTISTS - FRIENDS OF THE GALLERY

Such members support the Gallery, but are not artists themselves. They may offer financial support, offer professional services, serve on committees and/or staff the gallery.

IIX. MEMBERSHIP DUES, COMMISSION TO GALLERY

INITIAL FEE: All members shall pay a one-time fee of $175. (Payment in increments not to exceed 3 months is acceptable if absolutely necessary). After six months paid membership, and complying with all obligations thereof, a refund of $55.00 and only $55.00 will be returned.

DUES: Dues will be determined by the board to meet expenses of the gallery (estimated from $60-85 month), and are payable to the gallery on the 25th of each month.

COMMISION TO GALLERY: Commission to gallery on all sales shall also be determined by the Board, currently at 20%.

IX: INSURANCE -- THEFT/DAMAGE:

Liability insurance shall be decided by the board upon consultation with an insurance broker to provide General Liability. Artists are encouraged to provide theft insurance through their own broker.

X: PARLAIMENTARY PROCEDURE:

The Board of Directors shall conduct meetings according to Robert's Rule of Order, revised version.

XI: GRIEVANCES:

Any artists or member who has a grievance against the Gallery shall submit their grievance in writing to the Board of Directors. Grievances will be discussed at the next board meeting for resolution but there is no guarantee that it will be resolved immediately if professional advice is needed. The artist will be notified in writing of the Board's decision.

XII. DISSOLUTION:

If dissolution of this organization becomes necessary, a majority of the total voting membership shall decide, and the Board of Directors shall dispose of all assets.

This concludes the KINGSTON ART GALLERY BY-LAWS.