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 document is the one passed by the membership, as amended. However, please note that these Rules of Order will periodically changed, reflecting passage of resolutions by the Board of Directors.
Bylaws of the La Jolla Art Association
General Note: Rules of Order, as opposed to Bylaws, are procedures adopted by the La Jolla Art Association general membership, or by the LJAA Board, governing the specific conduct of meetings and assemblies. As per Roberts Rules of Order Newly Revised (referred to as "RONR" in this document), Rules of Order may be suspended or amended only by a 2/3 vote in the applicable assembly unless otherwise specified in the Rule of Order.
Section I - Rules of Order for Board Meetings
Section II - Rules of Order for Board Membership & Committees
Section III - Rules of Order for General Membership
Section IV - Miscellaneous
Section I - Rules of Order for Board Meetings
1. Agenda.
a. Preparation and Submission of Resolutions. Each resolution shall have two sections: an Overview, which explains the general reasons for the Resolution; and the Resolution, which itemizes the actual motion before the Board.
Each resolution shall have a header containing the following information: the number of the Resolution (assigned by the Webmaster), the Subject, the Author(s), the last posting date, the Draft Status (Drafe or Final), and the Status (Consideration, Passed, Failed - Motion Not Made, Failed - Motion not Seconded, Failed - Voted Down, or Tabled.
The author of the Resolution shall bring at least one copy of the Resolution to the Board meeting, to give to the Secretary.
It is the responsibility of the individual Board members to print and review their own personal copies of each resolution for the meeting.
The Webmaster shall notify all the members of the Board about the posting of a new resolution or revision of an existing resolution within 48 hours of its posting in the Board member private directory on the LJAA web site.
Debate on Resolutions must take place according to RONR, i.e. in properly convened assemblies. LJAA does not recognize an email list as a properly convened assembly. However, individual members are free to email the author of the Resolution with comments, concerns, or clarifications, and the author shall respond only to the individual sender. Deliberation of the Resolution by the Board as a whole will take place only in a properly convened Board meeting.
The final day for submission of a Resolution is the Wednesday prior to the regular Board meeting. After that time, addition of a Resolution to the Agenda takes a 2/3 vote.
b. Preparation of the Agenda. The President shall be responsible for preparing an Agenda incorporating all necessary reports; urgent, continuing, and new business; and all Resolutions properly submitted. The Agenda shall be posted in the Board member private directory no later than the Thursday prior to the Board meeting.
c. Order in Which an Item is Discussed. At the beginning of each meeting, the President shall ask for approval of the Agenda. Providing that the Resolution has been submitted meeting the conditions in I.1.a, a Board Member may make a motion to revise the order in which an item is considered. The motion needs only a majority vote to carry.
d. Adding a New Item to the Agenda at a Board Meeting. If a Board Member missed the deadline in I.1.a, then he/she may request the addition of an item prior to the approval of the Agenda. However, the item can only be added with a 2/3 vote.
e. Presentation of a Resolution. If the author of the Resolutions is present at the meeting, then the reading of the Resolution itself at the appropriate time in the Agenda constitutes making the motion. It has then only to be seconded by a voting Board Member to be considered.
If the author is not present at the meeting, he/she must find another Board Member to make the motion for them. They may not make the motion in absentia.
2. Time and Place of Regular Meetings. The regular Board meeting shall take place monthly. If the date falls on a public holiday, the Board meeting shall take place on the same day and time, one week later.
3. Special Meetings. One fourth of the voting members of the Board may call for a Special Meeting. The meeting may not be called without 3 days advance notice to all Board Members. If the notification is by mail, a standard USPS Proof of Delivery shall constitute proper notification. If the notification is by email, the callers of the meeting must have a response from each member, acknowledging the time and place of the meeting.
4. Use of Email. Board Members shall use email addressed to the entire Board only for the purpose of commendation, distribution of information, notifications, etc.
In no case shall any Board Member use an Email Board List for the purpose of disparaging or criticising a fellow Board member.
Board members who violate this rule may have their membership on the Board brought up for review. If the Board considers the violation serious enough, the Board may remove the offending member by a simple majority vote.
Section II - Rules of Order for Board Membership & Committees.
1. Standing Committees of the Board. The Board shall create committees of Board members and non-Board members as it deems necessary in order to fulfill the objectives of the Association.
2. Board Member Job Descriptions.
a. President. The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the officers of the Corporation. He/she shall preside at all meetings of the Board of Directors. He/she shall have such other powers and duties as may be prescribed by the Board of Directors. The President may appoint all committees and be ex-facto member of all committees.
b. Vice-President. The Vice-President shall assume the duties of the President in his or her absence and shall have other duties as may be prescribed by the Board of Directors from time to time. The Vice-President shall serve in additional capacities at the discretion of the President and/or Board of Directors and by position description.
c. Treasurer. The Treasurer shall attend to the following:
(i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. The books shall be turned over for audit to a certified public accountant selected by the Board of Directors on the closing of the fiscal year. The certified public accountant's report and recommendations shall include a review of the latest Federal, State, and local laws and regulations, relating to the activities of the La Jolla Art Association. The Treasurer will prepare, at the request of the Board of Directors and/or its President, a budget and financial report as required.
(ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the Corporation as may be prescribed by the Board of Directors or the Bylaws, as long as such disbursements do not constitute a conflict of interest.
(iii) Tax filings. The Treasurer shall be responsible for maintaining an accounting system as set up by a certified public accountant engaged for this purpose, in such a manner as to give an accurate account of the financial transactions of the Association and to comply with State and Federal regulations applying to Non Profit Corporations, make certain that all required tax and regulatory filings are completed and to report such transactions to the Board of Directors at their regular meetings and to members at their meetings.
(iv) Bond. If required by the Board of Directors, and paid for by the Corporation the Treasurer shall give the Corporation a bond in the amount of and with the surety of sureties specified by the Board for faithful performance of the duties of this office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement or removal of office.
(v) Backup of Data Files. The Treasurer shall create a backup of all financial data files on removeable media, and shall deliver the media to either the President, Executive Director, or Vice President at each regular Board meeting.
d. Secretary. The Secretary shall attend to the following:
(i) Record of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Directors and committees of Directors, with the time and place of holding, whether regular or special, and if special, who authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
(ii) Notices, Seal and Other Duties The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws to be given. He/she shall keep the seal of the Corporation in safe custody. He/she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Section III - Rules of Order for General Membership.
1. New Member Jurying Process.
a. Jurying Periods. At each meeting of the Board of Directors, the LJAA will conduct jurying sessions to take in new members. It is the responsibility of every Board member to function as a member of the Jury. Jurying may not take place without a proper quorum, as defined in the Bylaws. If there is not a quorum, the jurying will take place at the next meeting of the Board members.
b. Evaluation of Works. Prospective new members shall bring, in person, five representative works to the Board meeting for jurying. Three dimensional artists need bring only three pieces. The artist is expected to spend a few minutes discussing his or her background and the works presented. Each juror shall give the works a score from "0" to "5," with "5" the highest score. The cumulative score for each artist will be recorded. Artists with cumulative scores bellows the "cutoff percentage" determined by the Jury shall not be accepted as members, and artists with cumulative scores equal to or above that percentage shall be accepted.
c. Notification. The Membership Director shall ensure that each applicant is notified by e-mail within one week of the jurying session. No Jury member shall discuss the contents of a jurying session with prospective members.
d. Criteria. The Jury shall judge each work based on general artistic criteria, as well as criteria for each medium.
e. Final Decision. The decisions of the Jury are final. Rejected applicants may apply again after six months.
a. Notice of Meeting. The Board of Directors shall be responsible for notifying all members of the Annual Meeting at least 30 days in advance, distributed by means approved by the Board of Directors, and a general announcement on the LJAA Website.
b. Agenda. The Board of Directors shall prepare an Agenda for the Meeting at least two weeks in advance. The Agenda, and all relevant documents, shall be distributed to all members by means approved by the Board of Directors.
The initiation fee for Exhibiting Members shall be $35. There shall be no initiation fee for all other types of members. The annual dues shall be $75 for Exhibiting Members, and $40 for Associate Members. The initial year’s annual dues for artists joining from September through December shall be $50. Annual dues are payable on or before January 31 of each year. The Membership Director, or other person designated by the Board of Directors, shall notify members whose dues are not paid by that date that their membership will expire unless their dues are received within 30 days of the due date.
Section IV - Miscellaneous.
a. Purpose. The Village Gold Program, initiated as of January 1, 2005, allows LJAA members to calibrate the level of their service in relation to their desire to exhibit their work at LJAA venues. Members may earn "Ounces" of Village Gold which may then be used to exhibit at Group Shows, other LJAA venues, etc. In unusual circumstances, an artist may request the Board in writing that the service requirements be waived or fulfilled in some other manner approved by the Board.
b. "Prospecting". LJAA members earn Village Gold through service to the organization, at the rate of one Ounce per hour of service. In unusual circumstances The Board may waive the service requirements or authorize other ways of fulfilling them including the purchase of Village Gold at the rate of $10 per Ounce, up to 12 ounces per year. Group Leaders typically earn 12 Ounces for their job. Board Members earn 3 Ounces per meeting attended.
i. In addition to member Group Shows, the LJAA sponsors two types of outside shows: shows held at the LJAA Gallery which include member and non-member participants (e.g., All County Show, Digital Art Show, Art of Photography Show) and shows held outside the LJAA Gallery (e.g., Little Italy Art Walk, Art Walk By The Bay, Poway Performance Arts Center etc.). Members who, in the judgment of the Exhibition Director, contribute significantly to the organization and execution of these shows can earn Village Gold for those contributions. The amount granted will be determined by the Exhibition Director, typically at the rate of 1 ounce of VG per hour of service.
ii. Village Gold earned may not be transferred to another LJAA member except in exchange for service rendered to the association.
iii. Members who volunteer to help Group Shows, other than their own, Outside Shows hosted by or in cooperation with the LJAA, or other LJAA sponsored projects may, at the discretion of the Group Leader, Project Director, or appropriate Board Member be granted Village Gold for the travel time incurred in carrying out the serviced provided.
c. Requirements for Exhibition. All artwork exhibited must be the original work of the member artist. Members taking part in LJAA Group Shows and in Outside Shows are required to help staff the gallery during the length of the show. In addition, Group Shows require 6 ounces of Village Gold for participation. Members having their own Solo Shows are responsible for staffing those shows.
i. Exceptions to these requirements may be made for non-member artists who participate in Outside Shows as LJAA guests and non-member artists who wish to rent the Village Gallery for solo shows.
ii. Members may redeem 1 Ounce of Village Gold per Web Upgrade Package.
d. Authorization. Ounces of Village Gold must be authorized by a member of the LJAA Board of Directors. The President of the Board may appoint up to 5 members of the Board who are authorized to actually issue Village Gold.
e. Bookkeeping. The Membership Director will track the issuance and redemption of All Village Gold Certificates.
f. Help Wanted Page. The Board of Directors will maintain a "Help Wanted" page on its Website and in its newsletter to alert members about opportunities to earn Ounces of Village Gold.
g. I.O.U.'s. During the transition from the Committee System to the Village Gold system, and for some new members, it may be necessary to incur an "IOU" of Village Gold ounces in order to exhibit. However, no member may accumulate more than 6 I.O.U. Ounces, and may not exhibit again until the I.O.U. has been cleared and there is enough to "pay" for an exhibit.
2. Website.
a. Exhibition Venue. The LJAA Website is considered to be an exhibition venue of the LJAA.
b. Display Rights. Exhibiting and Life Members may display up to 100 images. They may also have one Artist Information Page. Images and text submitted for publication must conform to the standards outlined in the Gallery Upgrade Guide on the website.
c. Cost. Members may add to or change their online galleries through the purchase of an Update Package, which includes up to 10 images and changes to their Artist Information Page.
3. Common Courtesy. Members shall treat each other with respect and courtesy. Disputes between members should be settled between the members privately, or, if the dispute is between a Board Member and a regular member, the Grievance Process may be used.
In particular, Members should not use written communications, such as Email, to disparage or criticize the work of other Members to the membership of an established body of the LJAA, such as the Board of Directors or the general membership.
Failure to adhere to such rules of conduct may result in revocation of membership, following an investigation by the Board of Directors.
4. Proxy Voting. Any qualified member of the assembly (board member at a board meeting or general member in good standing at a General Meeting) may provide any other qualified member with a proxy concerning the vote on any specific matter.
The proxy should be either an email printout or hand written, dated, name to whom the proxy is given, state the specific issue and the stance upon that issue, and the name of the member giving the proxy.
All proxies are to be presented to the Secretary before the call to order. The Secretary will announce the receipt of the proxy ( " a proxy has been received from member A who will represent member B") before the start of business.
Should a member need to leave the assembly unexpectedly (due to illness, family emergency, etc.) the member may rise to a Point of Personal Privilege and announce the granting of a proxy before leaving.
Should a proxy writer be able to attend a meeting in person, the member's appearance nullifies the proxy. When a vote is taken on any issue for which a member has a proxy, how that proxy is cast will be noted for the record.