§1.1 Name. The name of the corporation is UPSTATE VISUAL ARTS
§1.2 Nonprofit Corporation. The corporation is a nonprofit corporation organized under the South Carolina Nonprofit Corporation Act (the “Act”).
§1.3 Purpose. The purpose and objectives of the corporation shall be:
The corporation is organized for any lawful purpose under the Act. Without limitation of the foregoing other than as described elsewhere in these bylaws, the corporation is formed to enhance the quality of life within the community by elevating the stature of visual art and educating the public as to its significance, and to carry out other related purposes as determined by the Board of Directors. The term “visual art(s)” includes, but is not limited to, drawing, painting, sculpture, fiber arts, printmaking, film/video, photography, pottery, jewelrymaking, wood crafting, architecture, interior design, graphic design and illustration.
§1.4 Business Office. The original principal office of the corporation shall be within the State of South Carolina and shall be located in Greenville, County of Greenville. The Board of Directors may change the location of the principal office in accordance with §33-31-505 of the act. The corporation may have such other offices, either within or without the Sate of South Carolina, as the Board of Directors or as the business of the corporation may require.
§1.5 Registered Office and Agent. The registered office of the corporation, required by §33-31-501 of the Act, must be the same address as that of the registered agent of the corporation. The agent must be either an individual who is a resident of South Carolina, a domestic business or nonprofit corporation, or a foreign business or non profit corporation authorized to transact business in South Carolina. The registered office or registered agent may be changed from time to time, in accordance with §33-31-502 of the Act.
§2.1 General. Membership shall be open to anyone interested in the corporation's purposes upon payment of dues as established by the Board of Directors from time to time.
§2.2 Categories. The Board may establish categories of Membership from time to time to provide recognition of specific levels of contribution by such Members to the corporation; however each member shall have one vote and shall in all respects have equal rights with respect to the governance of the corporation.
§2.3 Membership Dues. The Board of Directors shall determine on an annual basis the amount of the Membership dues payable to the corporation by Members.
§3.1 Annual Meetings. Annual meetings of the Members of the corporation shall be held on the third Thursday in January of each year, or such other date as may be designated by the Board of Directors. All annual meetings of the Members of the corporation shall be held at the principal business office of the corporation or at such other place as may be designated in the notice of the meeting. The purpose of the annual meeting shall be for the election of the corporation's Directors, for the consideration of reports to be laid before the meeting, and any other matter relating to the affairs of the corporation upon which the Members are entitled to act.
§3.3 Special Meetings. Special meetings of the Members may be called by or at the request of the Board of Directors, or by the Members upon compliance with §33-31-702 of the Act. Except under the circumstances described in §33-31-702(d) of the Act, the Board shall fix any place determined by it, either within or without the State of South Carolina, as the place for holding any special meeting of the Members.
§3.4 Notice of Meetings. The corporation shall provide written notices to all Members stating the date, time and place of each meeting, which notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice of an annual meeting shall include a description of any matter that must be approved by the Members hereunder, and the notice of a special meeting shall include a description of the matter or matters for which the special meeting is called. When giving notice of an annual or special meeting, the corporation shall give notice of a matter a Member intends to raise at such meeting if requested to do so in writing by the person or persons entitled to call a special meeting and such request is received by the corporation at least ten (10) days before the corporation gives notice of the meeting. This Section is intended to comply with §33-31-705 of the act, and shall be interpreted consistently therewith.
§3.5 Waiver of Notice. The Members may waive any notice before or after the date and time stated in the notice. The waiver must be in writing, be signed by the Member entitled to notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Any Member's attendance at the meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. Unless otherwise provided by these bylaws or the Act, neither the business transacted nor the purpose or purposes of the meeting, need be specified in the waiver.
§3.6 Quorum. The presence in person or by proxy of two-thirds of the Members shall constitute a quorum. Once a Member is represented for any purpose at a meeting, such Member is deemed present for quorum purposes for the remainder of the meeting.
§3.7 Vote Required for Action. With regard to any matter to be presented to the Members, if a quorum exists, action may be taken by the affirmative vote of a majority of the Members present at the meeting in person or by proxy who are entitled to vote. Each Member entitled to vote shall be deemed to have one vote.
§3.8 Action Without a Meeting. Any action that may be taken at a meeting of the Members by the Members entitled to vote may be taken without a meeting, upon compliance by the corporation and such Members with the provisions concerning action by written ballot set forth in §33-31-708 of the Act.
§4.1 General Powers. Unless the articles of incorporation have dispensed with or limited the authority of the board of directors by describing who will perform some or all of the duties of a board of directors, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.
§4.2 Election, designation or appointment of directors. All of the directors, except for the initial directors and directors elected by the board of directors pursuant to the provisions hereof, shall be elected by the affirmative vote of the Board of Directors entitled to vote at the Board of Directors meeting of the corporation or any special meeting called for that purpose. Members may not cumulate votes.
§4.3 Number, Tenure and qualification of Directors. The number of initial directors of the corporation shall be the number designated by the incorporator in the organizational minutes of the corporation. Thereafter, the number of directors may be increased or decreased, but decreased to no less than five, by action of the Members entitled to vote. At any meeting at which the number of directors is increased, such Members shall also elect directors to fill such additional board positions. Each director shall hold office for a period of two years or until removed. A director may serve one additional term of two years but a director who has served two terms shall be ineligible for re-election until one year has elapsed. Directors need not be residents of the State of South Carolina.
§4.4 Resignation of Directors. A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary. A resignation is effective when the notice is received unless the notice states a later date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
§4.5 Removal of Directors. A director may be removed with or without cause by the vote of a majority of the Members who are entitled to vote at a meeting (and not by written ballot) called for that purpose at which a quorum is present, and for which the notice of meeting states that the purpose, or one of the purposes, of such meeting is to vote upon such removal. A director who fails to attend two successive meetings of the board may be removed by vote of a majority of the remaining members of the board.
§4.6 Vacancy on the Board. If a vacancy occurs on the board of directors, the board of directors may fill the vacancy. If the directors then in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. In the event that less than a quorum of the members is present at any Board of Directors meeting the board may, by majority vote, elect the directors for the ensuing term.
§4.7 Action Without a Meeting. Action required or permitted by the Act or these bylaws to be taken at a board of directors' meeting may be taken without a meeting if the action is assented to by all members of the board. The action may be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporation records reflecting the action taken. Action evidenced by written consents under this Section 4.7 is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 4.7 has the effect of a meeting vote and may be described as such in any document.
§4.8 Compensation of Directors. Directors shall not be entitled to compensation for their services.
§4.9 Committees.
(a) Creation of Committees. The board of directors may create one or more committees and appoint members of the board of directors to serve on them or the president, if such authority is delegated by the board, may appoint directors to serve on committees created by the board. Each committee must have two or more directors, who serve at the pleasure of the board.
(b) Selection of Members. The creation of a committee and appointment of directors to it must be approved by the greater of:
1) a majority of all the directors in office when the action is taken or,
2) The number of directors required by the articles of incorporation to take such action.
§4.10 Regular Meetings. Unless otherwise provided in the articles of incorporation, a regular meeting of the board of directors shall be held without other notice that this bylaw at such time and place as the board of directors may provide by resolution. The board shall have not less than six regular meetings in each calendar year. The regular meetings may be held in or out of the State of South Carolina. The board may permit any or all directors to participate in a regular meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other simultaneously during the meeting. A director participating in meeting by this means is deemed to be present at the meeting.
§4.11 Special Meetings. Unless otherwise provided in the articles of incorporation, special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or a majority of the board of directors. The person authorized to call special meetings of the board of directors may fix any place, only within the county of South Carolina where this corporation has its principal office, as the place for holding any special meeting of the board of directors. Such meeting may be held by telephone.
§4.12 Call and Notice of Meetings. Unless the articles of incorporation provide otherwise, regular meetings may be held without notice. Special meetings of the board of directors must be preceded by at least two day's notice to each director of the date, time, and place, but need not state the purpose, of the meeting. The presiding officer of the board, the president, or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.
§4.13 Waiver of notice. A director may waive notice of a meeting. The waiver must be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director objects to lack of notice and does not thereafter vote for or assent to the objected to action.
§4.14 Quorum and voting. Unless otherwise provided, a quorum of directors consists of a majority of the directors in office immediately before a meeting commences, but in no event fewer than two directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board.
A director who is present at meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented unto the action taken unless:
1) the director objects at the beginning of the meeting to holding the meeting or transacting business at the meeting;
2) the director votes against the action and the vote is entered in the minutes of the meeting;
3) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
4) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action.
§5.1 Number of officers. The officers of the corporation shall be appointed by the board of directors, and shall include a president, a vice president of development, a vice president of programming, a secretary, a treasurer, and such other officers as are appointed by the board. Such other officers and assistant officers as may be deemed necessary, including vice-presidents, may be appointed by the board of directors. The same individual may simultaneously hold more than one office in the corporation.
§5.2 Removal and resignation of officers. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when notice is received unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. The board may remove an officer at any time with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create contract rights.
§5.3 President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the board of directors, unless a chairman of the board of directors shall have been designated by the board. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time.
§5.4 Vice Presidents. The vice president of development shall be responsible for coordinating all activities pertaining to organizational development. The vice president of programming shall be responsible for coordinating all activities pertaining to projects and programming. In the absence of a president or n the event of his death, inability or refusal to act, the vice president of development, or, if the vice president of development is unavailable, the vice president of programming shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. If there is no vice president, then the treasurer shall perform such duties of the president. Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.
§5.5 Secretary. The secretary shall:
1) keep the minutes of the proceedings of the board of directors in one or more books provided for that purpose;
2) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
3) be custodian of the corporate records and of any seal of the corporation, see that it is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;
4) When requested or required, authenticate any records of the corporation; and
5) In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.
§5.7 Assistant Secretaries and Assistant Treasurers. The assistant secretaries, when authorized by the board of directors, may sign with the president or a vice president, documents relating to the management of the corporation. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or board of directors.
§5.8 Terms. The term of office of each officer shall be three years. Officers who have served two consecutive terms shall be ineligible for reappointment to the same office until one year has elapsed.
§6.1 Indemnification of Directors. The corporation shall indemnify any individual made a party to proceeding because he is or was a director of the corporation against liability incurred in the proceeding to the fullest extent permitted by §33-31-852 of the Act.
§6.2 Advance Expenses for Directors. The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding to the fullest extent permitted by §33-31-852 of the Act upon such director's compliance with the requirements thereof.
§6.3 Indemnification of Officers. The corporation shall indemnify and advance expenses to any officer of the corporation who is not a director of the corporation to the same extent as a director, pursuant to §33-31-856 of the Act.
The board of directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, South Carolina as the state of incorporation, and the words “Corporate Seal”.
Unless the articles of incorporation provide otherwise, the directors of the corporation may adopt, amend, or repeal bylaws to be effective only in an emergency, which is defined as when a quorum of the corporation's directors cannot be readily assembled because of a catastrophic event. The emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including:
a) how to call a meeting of the board;
b) quorum requirements for the meeting; and
c) Designation of additional or substitute directors.
Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer or employee. The provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. A corporate director, officer or employee is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this Article.
The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Members, board of directors and committees. The Members may inspect certain books and records of the corporation to the extent allowed by law.
The fiscal year of the corporation shall be initially fixed as January 1st through December 31st. The board of directors is authorized to change the fiscal year of the corporation from time to time as it deems appropriate.
§11.1 Articles. The corporation's articles of incorporation may be amended by the board of directors to the extent permitted by §33-31-1002(a) of the Act to be amended without a vote of members, upon compliance with the provisions of that section. The corporation's articles of incorporation may be amended by the Members entitled to vote upon compliance with the notice and voting requirements of §33-31-1003 of the Act.
§11.2 Bylaws. The corporation's bylaws may be amended only by majority vote of Board of Directors entitled to vote at any meeting, upon compliance with the notice requirements of §33-31-1021 of the Act and other requirements of these bylaws.
Joan Potter
Secretary
Dated: (2/04)