Notes from the 2005 Membership Meeting: The following Bylaws and Rules of Order were adopted by unanimous vote at the 2005 Annual Meeting on May 14, 2005. One of the reasons for adopting new Bylaws and Rules of Order was to separate fundamental principles of the organization - the Bylaws - from rules of operation that reflect changing circumstances. Whereas Bylaws can only be changed at a Membership Meeting, Rules of Order may be changed by the Board of Directors with a 2/3 vote.
The following documents are the ones passed by the membership, as amended.
Rules of Order of the La Jolla Art Association
Article I: Organization. The name of the corporation shall be The La Jolla Art Association, Inc. [hereinafter referred to as "LJAA"]. The principle office for the transaction of LJAA's business shall be at a location in San Diego County, California deemed appropriate by the Board of Directors.
Article II: Object. The object of LJAA shall be: to foster appreciation of the arts in La Jolla and the Southern California and Northern Baja California region; to provide one or more public exhibition venues for its member artists and associated organizations; to sell the works of its members to the public; to educate the community by collaboration with schools and charitable organizations; and to enhance love and promotion of the arts generally.
Article III: Members.
Section 1. Classes of Membership. There shall be five classes of membership in LJAA:
a. Exhibiting Member: Any artist whose work has been juried and passed for admission, who has paid the initiation fee established by the Board of Directors, and who has paid the annual dues established by the Board of Directors, and who intends to exhibit their work in an LJAA venue in exchange for service performed.
b. Associate Member: Any person significantly contributing to the LJAA and promoting interest in art, and who pays the required annual dues.
c. Patron Member: Any person or organization contributing to the LJAA an amount to be determined by the Board of Directors.
d. Honorary Member: Any person who, in the view of the Board of Directors, has given outstanding service to the LJAA.
e. Life Member: Any Active Member who has paid an amount specified by the Board of Directors, but in no case less than three times the annual dues of Active Members; and who agrees to annual service to the LJAA. Members who purchased a Life Membership prior to 2005 maintain their status as Exhibiting Members, provided they comply with other requirements of membership, even though this class of membership shall no longer be offered.
Section 2. Election to Membership. Election to membership shall be by majority vote at a meeting of the Board of Directors. Members shall be selected through a jurying process determined by the Board of Directors. A person juried into the LJAA, upon payment of the initiation fee and the annual dues, shall be declared a member of the LJAA.
Section 3. Initiation Fee and Dues. The annual dues and initiation fees for Exhibiting Members shall be determined by the Board of Directors. The Board shall also determine appropriate fees for all other types of members. Increases in fees that are 40% higher than the current fees will require approval of 2/3 of the membership attending a regular annual meeting or special membership meeting called by the Board of Directors
Section 4. Voting Powers. No person may hold more than one membership. Membership shall be non-assignable and non-transferable. Persons who have met the terms of membership as described in Article III, Section 1,a are entitled to a vote at regular or special membership meetings.
Section 5. Service to LJAA. All Exhibiting Members (including Life Members) agree to commit service time to LJAA, excluding time supporting a member's own exhibition, unless serving as a Group Leader for that exhibition. This service time shall be at the discretion of the Board of Directors and coordinated by a person designated by the Board of Directors.
Section 6. Grievances. Any member has the right to address the Board of Directors with a grievance. Such a member shall contact an officer of the LJAA with the nature of the grievance. The Board of Directors shall take up the grievance no later than sixty days from that notification.
Section 7. Termination of Membership. Membership of any member shall cease upon expiration of membership, death, or resignation. The Board of Directors may suspend or expel any member for actions detrimental to the best interests of LJAA, including failure to pay membership dues or failure to satisfy Service requirements.
Article IV: Board of Directors.
Section 1. Officers and Duties. The officers of the LJAA shall be a President, a Vice President, a Secretary, a Treasurer, and up to 9 more Directors. These officers shall perform the duties described by these Bylaws, by the parliamentary authority adopted by the LJAA, and by the Board of Directors. In any case, there shall not be fewer than 5 and no more than 13 Board Members. .
Section 2. Nomination of Directors & Time of Election. At the regular membership meeting held in May, the Board of Directors shall nominate a new slate of Directors. Before the actual election, additional nominations from the floor shall be accepted.
Section 3. Term of Office. The officers shall be elected by ballot by the Board of Directors to serve for a term of not more than three years or, in the event of a resignation, until their successors are chosen by the Board of Directors. No Director may serve more than two consecutive three year terms without a mandatory one year break.
Section 4. Vacancies. A vacancy in the Board of Directors shall be deemed to exist on the occurrence of the following:
a. The death, resignation, or removal of a Director.
b. The declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of the court, or convicted of a felony, or has been found by final order or judgment of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Corporation Law.
c. In the event of a sudden vacancy, the President may appoint a Director to fulfill the duties of the vacant office until the following Board meeting. At that Board meeting, the Board may ratify the appointment by a majority vote, or may select a new candidate.
Section 5. Resignations. Any Director may resign by giving written notice to the President or Vice President. The resignation shall not be effective until the meeting of the Board of Directors at which the resignation is voted upon.
Section 6. Removal. Any Board member having three unexcused absences within a consecutive twelve month period may be removed from the Board by a majority vote at a regular or special Board meeting.
Section 7. Replacement of Board Members. The Board of Directors, at its discretion, may replace any Director whose position has become vacant by reason of removal or resignation.
Section 8. Size of the Board. The Board of directors may change the size of the Board at its sole discretion, so long as the Board always has no fewer than 5 and no more than 13 voting members.
Article V. Membership Meetings.
Section 1. Annual Membership Meeting. The Board of Directors shall hold a regular annual membership meeting in May, at a location and time specified by the Board of Directors, for the purpose of election of officers and the transaction of other business the Board shall deem necessary.
Section 2. Special Meetings. The Board of Directors, by majority vote, shall be authorized to call a special meeting of the membership at a time and place it designates. Notice of such meeting shall be provided to the membership in writing no less than thirty days in advance of the meeting.
Section 3. Quorum. Twenty members of the LJAA shall constitute a quorum.
Article VI. Board of Directors.
Section 1. Composition. The officers of the LJAA, including the Directors, shall constitute the Board of Directors.
Section 2. Board Positions. The Board of Directors shall determine positions of responsibility and assign members of the Board to fill those positions, in such a way that the objectives of the LJAA are best achieved.
Section 3. Powers of the Board. The Board of Directors shall have general supervision of the affairs of the LJAA between its regular memberhsip meetings, fix the hour and place of meetings, make recommendations to the LJAA, and perform other such duties as are specified in these Bylaws. The Board of Directors shall be subject to the orders of the LJAA, and none of its acts shall conflict with the action taken by the LJAA.
The Board may hire or contract with persons who are not members of the LJAA in order to pursue the objectives of the LJAA. Anyone hired as an employee or a contractor by the Board may be invited to attend Board meetings, but shall not have a vote.
Section 4. Conducting Business. Unless otherwise ordered by the Board, regular meetings of the Board of Directors shall be held monthly. The membership will be notified in advance of the time, place and date of the meeting. Special meetings of the Board may be called by the President or the Vice President, or any two Directors.
Section 5. Quorum. A majority of the voting members of the Board of Directors shall constitute a quorum.
Section 6. Fees & Compensation of Directors. LJAA Board members shall not receive monetary compensation for their participation on the Board. No Board member shall receive LJAA grants or contracts, or directly profit or receive remuneration as a direct cause of an LJAA grant, contract, or investment.
Section 7. Expenditures. Board members are authorized to make necessary expenditures for recurring items related to the task(s) to which they are assigned. Any non-recurring item, or any item more than $500, must be approved by a majority vote of the Board.
Section 8. Gifts and Bequests. On behalf of the LJAA, the Board of Directors shall receive all gifts and bequests made to the Corporation and administer them in accordance with the terms of such gift or bequest. Where no terms are specified, the Board may create such terms as they may determine for the LJAA. No member of the Board of Directors may accept any personal gift as a result of their service to LJAA.
Section 9. Conflict of Interest. Members of the Board of Directors shall avoid any conflict of interest and shall disclose to the Board any situation that might constitute a conflict of interest.
Section 10. Appointed Board Members. Appointed Board Members must stand for election at the next General Meeting following their appointment.
Section 11. Removal of a Board Member. By a two-thirds vote of all voting members of the Board, the Board may remove a Board Member for failure to perform the required duties. This may be accomplished through a resolution of impeachment, followed by establishment of an Investigating Committee, which shall carry out its work in accordance with Roberts Rules of Order, Newly Revised.
Article VII. Committees.
Section 1. Standing Committees. The Board of Directors shall create standing committees as it feels necessary in order to further the objectives of the LJAA. Standing Committees shall be led by a Board member, but may contain non-Board members.
Section 2. Special Committees. The Board of Directors may create Special Committees in order to carry out its work. Such committees may be led by any LJAA member in good standing, and may contain both Board and non-Board members.
Article VIII. Sales of Art Work.
Section 1. Origin of Sales. All sales generated at an LJAA exhibition venue must be through payments made to the La Jolla Art Association. LJAA will charge appropriate sales taxes on the purchase, collect a commission for the sale, and remunerate the artist with the net proceeds from the sale.
Section 2. Generated Sales. All sales generated as a result of exhibition at an LJAA venue, and within thirty days of the last day of the exhibition, must be reported to LJAA, and the artist is responsible to pay LJAA the commission established by the Board.
Section 3. Commission Rates. The Board of Directors is authorized to set the commission rate for each venue. In no case, however, shall the commission rate exceed 50% of the retail price.
Section 4. Members' Right to Sell. Active Members shall only be entitled to offer their works for sale at an LJAA venue if they are in compliance with the terms of membership, and if they have provided LJAA with a Tax Identification number. The Board of Directors will take appropriate measures to ensure the safety and privacy of such information.
Article IX. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the LJAA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and the Rules of Order adopted by the LJAA.
The Rules of Order may be suspended by a two-thirds vote at any regular or special Board meeting, or by a two-thirds vote at any regular or special Membership Meeting.
Article X. Amendment of Bylaws. These Bylaws may be amended at any regular or special Membership Meeting of the LJAA by a two-thirds vote, provided that the amendment has been submitted in writing and distributed by means approved by the Board of Directors to the membership no less than thirty days before the date of the meeting.