CONSTITUTION AND BYLAWS

Article I - THE ORGANIZATION

Section 1. The name of this organization shall be Plano Art Association. The association shall also be referred to as PAA in its official documents.

Section 2. The Plano Art Association is dedicated to encouraging the visual arts development and education of the membership and community, and inspiring awareness of the visual arts by sharing the joy, passion and beauty within and beyond our Plano community.

Section 3. No part of the net earnings of the Plano Art Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purpose set forth in Article 1 Section 2, hereof.

Section 4. No substantial part of the articles of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the association shall not carry on any other activity not permitted to be carried on: a) by an association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenues Code of 1954, b) by an association for the corresponding provisions of any future United States Internal Revenue Law, or, c) by contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of the future United States Internal Revenue Law.)

Article II - MEMBERSHIP

Section 1. Membership in this association shall be open to any person who is interested in the objectives of the association, regardless of race, creed, sexual orientation, gender identity, or national origin. PAA shall strive to recruit a diverse and inclusive membership, which is reflective of the community it serves.

Section 2. The classes of membership in the association are as follows:

Student: Members in the 12-18 age groups. Student members have no voting privileges.

Senior: Members, age 55 and above, shall have full voting privileges and are eligible to serve in any official PAA capacity.

Adult: Members shall have full voting privileges and are eligible to serve in any official PAA capacity.

Family: 2 Adult members shall have full voting privileges and are eligible to serve in any official PAA capacity.

Senior Family: 2 Senior members shall have full voting privileges and are eligible to serve in any official PAA capacity.

Section 3. Honorary Membership may be bestowed at the Senior, Adult, or Family level by reason of character, achievement, or with a letter of recommendation. This designation will be determined by a two-thirds vote of the members present at any meeting, provided prior notice has been sent to every member at least one week before it is voted upon. The Past President is automatically an Honorary Member for life. An Honorary Member shall not be required to pay dues. An Honorary Member shall not have voting rights, unless he or she actively serves on the Board of Directors or on a Team or Special Committee.

Section 4. Membership in this association is automatically in inactive status upon non-payment of dues by the anniversary of their previous payment. Members may upgrade their membership at any time during the year, but their annual renewal date remains the date they first paid.

Section 5. Any member may resign or withdraw from the association as a member. The Board of Directors, by affirmative vote of two-thirds of board members in a meeting when a quorum is present, may suspend or expel any member.

Article III - LEADERSHIP TEAM

Section 1 The elected officers of this association shall be a PRESIDENT, VICE PRESIDENT, SECRETARY, and TREASURER. Elected officers shall serve for a period of one year and shall be eligible to serve for a second year. Officers shall be eligible to be re-elected to the same position two years after leaving office. All officers must be current members of Plano Art Association.

Section 2 Directors of TECHNOLOGY, COMMUNICATIONS, EXHIBITIONS, and MEMBER ENGAGEMENT shall be appointed by the President and ratified by the officers of this association and the Board of Directors. These directors shall be appointed for 2-year terms and shall be eligible to be immediately reappointed for another term should the President and Board of Directors find them uniquely qualified to serve in their positions. These directors must be current members of Plano Art Association.

Section 3. The elected officers and appointed directors of this association shall constitute a LEADERSHIP TEAM to meet on call by the President or any two members of the team, for the consideration of special matters in the interim between regular meetings of the association and the Board of Directors. No member of the Leadership Team may hold office on any other art-related Board. No member of the Leadership Team may be related or married to another person who is currently serving as a member of the Leadership Team.

Section 4. The members of the Leadership Team shall serve on the BOARD of DIRECTORS, which shall meet a minimum of three times per year. Special meetings of the Board may be called by the Board Chair, the President, or by a majority of the Board members.

Section 5. Members of the Leadership Team shall either lead or serve on a team or committee as noted in Article VIII.

Article IV - DUTIES OF THE LEADERSHIP TEAM

Section 1. The duties of the members of the Leadership Team shall be as implied by their respective titles and as specified in these by-laws. Each Leadership Team member shall keep accurate records, and these records shall be turned over to the new team members at the beginning of their term.

Section 2. The PRESIDENT shall preside at all meetings of the Leadership Team and shall serve as Vice Chair of the Board of Directors. The President shall appoint the Directors of Technology, Communications, Exhibitions, and Member Engagement as well as other team and committee chairpersons, subject to the ratification of the Leadership Team and Board of Directors. The President may be a member of all teams and committees except for the Nominating Committee.

Section 3. The VICE PRESIDENT shall become acquainted with all the details of the office of President; and generally become prepared to serve as President. The Vice President shall act as President in the absence of the President. In the event the President is unable to fulfill the term of office, the Vice President shall become President for the unexpired term.

Section 4. The SECRETARY shall maintain an accurate record of the proceedings of all meetings of the association, Leadership Team, and Board of Directors. The Secretary shall preserve, in a permanent file, all records and letters of value to the association, to be transferred to the successor at the close of the term of office. The Secretary will provide a typewritten copy of all minutes to the President prior to the next meeting. These minutes will be retained for that President’s successor. The secretary will also accept nominations for new members of the Board of Directors and Advisory Council.

Section 5 The TREASURER shall be custodian of all funds of the association, and such funds are to be deposited in a bank designated by the Board of Directors. The Treasurer shall keep an itemized account of all receipts and disbursements and present a full report at all Board meetings. The Treasurer or President shall sign all checks. The Treasurer shall turn over to the successor within two weeks of vacating office all books, records and papers. The Treasurer shall serve as Chair of the Finance Team, and all Team and Special Committee Chairpersons are automatically a part of this team. The outgoing Treasurer shall arrange for the transfer of permissions for the bank accounts.

Section 6. The DIRECTOR of TECHNOLOGY shall lead a team that coordinates, manages, and executes the technology needs of the association. This includes, but is not limited to, the PAA website, email accounts, membership management software, social media platforms and any electronic equipment operated by PAA. The outgoing Director of Technology shall arrange for the transfer of permissions, passwords and all related accesses to hardware and software assets of PAA.

Section 7. The DIRECTOR of COMMUNICATIONS shall lead a team that manages the standards and distributes the content for the PAA website, social media, newsletters, marketing materials and publicity of the association.           

Section 8. The DIRECTOR of EXHIBITIONS shall lead a team that coordinates, manages, and executes the juried and non-juried exhibitions the association sponsors throughout the year. The Director of Exhibitions acts as the Gallery Director when PAA has its own gallery dedicated to its mission. The Director of Exhibitions appoints the Curator of the exhibitions.

Section 9. The DIRECTOR of MEMBER ENGAGEMENT shall lead a team that manages all matters related to membership recruitment, retention, records, communications, and volunteerism. The Director of Member Engagement ensures that membership systems are organized, consistent, and aligned with the policies adopted by the Board of Directors and serves as a liaison between the membership and other Board members.

Article V - LEADERSHIP TEAM AUTHORITY

Section 1. The LEADERSHIP TEAM shall have the power to transact any business of the Association between meetings of the Board of Directors, shall act for the Board of Directors in the interim between meetings of the Board, and shall report at the next meeting of the Board.

Section 2. The Leadership Team shall ratify all appointments with the advice of the Board of Directors.

Article VI - BOARD OF DIRECTORS

Section 1. The BOARD OF DIRECTORS consists of Plano Art Association members who have been actively volunteering for PAA for at least two years. It includes the current members of the Leadership Team, the immediate past President, and other members appointed by the Leadership Team.

Section 2. Members of the Board of Directors, with the exception of elected officers whose terms have expired, shall serve 3-year terms and are eligible to be immediately reappointed after serving a term.

Section 3. The Board of Directors shall elect a Chair of the Board that has been an active member of PAA for at least five years. The Chair of the Board shall serve a 4-year term. The Chair oversees the strategic planning for PAA and represents the continuity of PAA within the Plano Arts Community by participating in the Collaborative Arts of Plano and other organizations that affect the status of PAA therein such as the Plano Chamber of Commerce.

Section 4. The President of PAA shall act as interim Chair of the Board of Directors to call a special election to replace the Chair of the Board of Directors within two months of the position being vacated.

Section 5. The Board of Directors shall direct the Leadership Team to transact any business of the Association between meetings. The Board shall review all reports from the officers, teams and committees at meetings and shall either approve such reports, or provide redirection.

Section 6. The Board of Directors shall make recommendations to the association membership regarding proposed amendments to the bylaws and shall post such revisions for review and/or objections by the membership.

Section 7. The Board of Directors shall oversee the affairs of the association and shall devise measures for its growth and success.

Section 8. The Board of Directors shall conduct all business in a way that shows integrity, respect and mutual regard for human rights and for the community we serve.

Section 9. The immediate past President shall serve as an Honorary Member on the Board of Directors, and shall act in an advisory capacity with voting privileges.

Section 10. Each member of the Board of Directors shall serve on at least one team or committee.

Article VII - ADVISORY COUNCIL

Section 1. The Board of Directors determines the numbers and candidates for the ADVISORY COUNCIL based on their abilities to help PAA gain visibility, funding, and resources within Plano and surrounding communities.

Section 2. The Advisory Council serves as a critical community champion of the Plano Art Association. Members of the Advisory Council share their gifts in service to the mission by providing the Plano Art Association with their professional expertise; their diverse knowledge of constituent perspectives; their connections to local, national or international resources, colleagues or peers; their philanthropic support or other forms of needed assistance. Members of the Advisory Council may not necessarily be members of the Plano Art Association.

Section 3. The Advisory Council has no governing function within the organization but is invited to all Board of Director meetings in a non-voting capacity.

Section 4. Advisory Council members can be removed by a two-thirds vote in a meeting of the Board of Directors when a quorum is present.

Article VIII – TEAMS AND COMMITTEES

Section 1. For the purposes of this association, a team is a group of members elected or appointed to operate throughout the fiscal year to focus on multiple related topics and stated goals of PAA. A committee is a group of members formed to address and report on a singular topic or to achieve a limited goal within a specified period of time. The following teams and committees are recommended, but not limited to:

TECHNOLOGY TEAM: The Technology Team operates under the leadership the Director of Technology to coordinate, manage, and execute the technology needs of the association. This includes, but is not limited to, the PAA website, email accounts, membership management software, social media platforms and any electronic equipment operated by PAA.

COMMUNICATIONS TEAM: The Communications Team operates under the leadership of the Director of Communications. The duties of team members include developing, managing, and distributing the content for the PAA website, social media, newsletters, marketing materials, news releases, and publicity for the association.

EXHIBITIONS TEAM:  The Exhibitions Team operates under the leadership of the Director of Exhibitions. This team includes a core GALLERY TEAM of Curator and team members who maintain the PAA exhibition standards and the capability to define, manage, and execute all juried and non-juried PAA exhibitions. The Exhibitions Team collaborates with committees established for specific exhibitions and events, oversees all aspects of the duties of the volunteers for exhibitions and other display events, and manages all aspects of gallery operations when PAA has a Gallery dedicated to its mission. When PAA has its own gallery, the Director of Exhibitions is the Gallery Director.

MEMBER ENGAGEMENT TEAM: The Member Engagement Team operates under the leadership of the Director of Member Engagement to plan and coordinate strategies for member growth, renewal, engagement, and volunteerism. This team collaborates with other PAA teams and committees that affect the membership of PAA in areas such as volunteerism and communication involving meetings, exhibitions, and other events.

DEVELOPMENT TEAM; The Development Team includes the Chair of the Board of Directors and the elected officers of the Leadership Team. The Chair of the Board of Directors, President, and Vice President shall appoint other members to this team as needed. To facilitate the growth and community outreach of the Plano Art Association, the Board Chair, President, and Vice President shall lead various aspects of this team. They shall determine their primary roles during their terms to pursue sponsorships, donations, and other sources of funding, including grants, other resources and alliances for PAA, such as the Collaborative Arts of Plano, Plano Chamber of Commerce, and other associations, strategies, and activities that will benefit PAA.

FINANCE TEAM: The Finance Team operates under the leadership of the Treasurer to plan and coordinate the review of financial reports, create budgets, monitor spending, and recommend budget adjustments for various PAA teams and committees. The Finance Team also works with the Development Team to provide financial information for grant and other funding requests.

NOMINATING COMMITTEE:  Each March, the President shall appoint a committee of at least three active members to create a state of candidates for President, Vice President, Secretary, and Treasurer to be presented to membership at the regular April meeting, updated with subsequent nominations, and voted on prior to and at the May Annual Meeting.

Section 2. SPECIAL COMMITTEES may be appointed or created by the President as needed. The chairperson of a Special Committee shall have such duties as may be assigned by the President.

Article IX - NOMINATIONS AND ELECTIONS

Section 1. The officers of the association shall be President, Vice President, Secretary, and Treasurer. They shall be elected at the association’s Annual Meeting each May and shall assume their duties at the beginning of the fiscal year on June 1st.

Section 2. The President shall appoint a Nominating Committee of at least three active members in March. At the April regular meeting, the Nominating Committee shall present a slate of officer candidates taken from the membership, one or more for each elected office. Nominations may also be made from the floor at the April regular meeting. The Nominating Committee shall seek to create a slate, which is diverse and reflective of the population it serves. Elections may either be made by ballot online prior to the Annual Meeting in May or by ballot at the Annual Meeting in May.

Section 3. The President shall fill vacancies in office for an unexpired term with the approval of the Leadership Team.

Section 4. A term of office shall be six months or more in order for an officer to be considered eligible for re-election.

Article X - MEETINGS

Section 1. Regular member meetings shall be held at such times and places as scheduled and planned by the Leadership Team in coordination with the Member Engagement Team, with approval from the Board of Directors. There shall be no fewer than seven regular meetings, of which there shall be a minimum of six program meetings. Prior notice of each meeting shall be given to the membership.

Section 2. The program for the April regular meeting shall include a presentation of the slate of officers by the Nominating Committee and a call for additional nominations from the floor. The Annual Meeting shall be held in May of each year, during which time, reports will be made to summarize the year’s activities, members will have an opportunity to cast ballots for President, Vice President, Secretary, and Treasurer, and the newly elected officers will be installed.

Section 3. A special meeting of the membership may be held at any time on call of the President, the Chair of the Board of Directors, or by a majority of the members of the Board of Directors, or by petition of one-fourth of the active members, after giving three days notice to the membership of time, place and purpose of such a meeting. The business transacted shall be limited to the purposes of the call. If other urgent matters need to be acted upon, they must be ratified at the next meeting.

Section 4. PAA may host exhibits of members’ artwork or invited artists’ artwork at the Plano Art Association Gallery or in appropriate spaces approved by the Board of Directors. Exhibits are open to the public.

Article XI - QUORUM

Section 1. Those members present at a meeting, after notice to all members of such meeting has been given, shall constitute a quorum. A majority of members of the Leadership Team shall constitute a quorum of that body. A majority of the members of the Board of Directors shall constitute a quorum of that body.

Article XII - DUES

Section 1. Membership dues shall be determined by the Board of Directors and must be approved by the membership.

Section 2. Dues shall be payable on the anniversary of the month the member joined PAA.

ARTICLE XIII - DISSOLUTION OF ASSETS

Section 1. Should dissolution of the Plano Art Association occur, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the association, dispose of all the assets of the association exclusively for the purposes of the association, in such manner, to an organization which operates exclusively for charitable purposes as shall, at the time, qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, for the corresponding provision of the future United States Internal Revenue Law, as the Board of Directors shall determine.

Article XIV - AMENDMENTS

Section 1. These bylaws may be amended by a two-thirds vote of the members present at any meeting, provided a copy of the proposed amendments shall have been sent to every member at least two weeks before it is voted upon.

Article XV - PARLIAMENTARY AUTHORITY

Section 1. All meetings of the membership, Board of Directors, Leadership Team, and other Teams and Committees shall be governed by these bylaws, and may be guided by a current edition of Roberts Rules of Order.

Article XVI - POLICY

Section 1. This association shall be non-sectarian, nonpartisan, and nonprofit.