ArtsQuest Board Governance Manual

BOARD GOVERNANCE MANUAL 

Adopted: October 18, 2012 (Revised April 2018) 

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TABLE OF CONTENTS 

ArtsQuest Organizational Chart 

ArtsQuest Entities 

Description of Boards and Committees 

By-Laws 

Governance Committee Responsibilities 

Conflict of Interest Guidelines & Policy 

Code of Conduct and Ethics Guidelines & Policy 

Policy on Political Activity 

Contents of Tool Kit 

ArtsQuest Board Nomination Form 

Welcome to the Board Letter 

3 

4 

5 

20 

34 

36 

39 

44 

45 

46 

48 

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ArtsQuest Organizational Chart 

ArtsQuest Board 

of Trustees 

ArtsQuest Foundation 

ArtsQuest Visual 

Arts Board 

ArtsQuest Performing 

Arts Board 

Friends of Levitt 

Pavilion at SteelStacks 

AQ Management, LLC 

Artonomous Media, LP 

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ARTSQUEST ENTITIES 

ArtsQuest Foundation 

ArtsQuest Board of Trustees 

Artonomous Media, LP 

ArtsQuest AQ Management, LLC 

Visual Arts Board 

Performing Arts Board 

Friends of the Levitt Pavilion at SteelStacks 

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DESCRIPTION OF BOARDS & COMMITTEES 

ARTSQUEST BOARD OF TRUSTEE 

JOB DESCRIPTION 

ARTSQUEST MISSION: TO CELEBRATE ARTS AND CULTURE 

The Organization is incorporated under the Non-Profit Organization law of the Commonwealth of Pennsylvania 

for the following purposes: 

A. To enhance and promote the public appreciation of the musical heritage of the City of Bethlehem 

and surrounding areas. 

B. To promote performing and visual arts in the City of Bethlehem by presenting programming of a 

wide variety for the general public. 

Mission: ArtsQuest will be an international model for providing access to exceptional artistic, cultural and 

educational experiences promoting individual and community development, creativity, enlightenment and 

fulfillment. ArtsQuest will provide access to the arts, culture and educational programs for the diverse residents 

of the Lehigh Valley and others who seek access in our community by: 

I. Using arts and culture as key elements of economic development for our urban communities. 

II. Providing quality cultural experiences for individuals, families, youth, children at risk, senior citizens, and 

individuals with special needs. 

− Present local, regional, national and international visual and performing artists. 

− Constantly up-grade the quality of all programs. 

− Offer opportunities for development and exposure of visual and performing artists. 

− Be proactive in providing access to new artistic and creative formats afforded by technology. 

III. Providing education in the creative arts in areas not well represented by traditional educational 

institutions in the community and becoming a resource for arts education and arts-in-education for 

the region. 

IV. Partnering with business organizations, educational institutions, government agencies and other not-forprofit 

organizations. 

V. Maintaining a strong, clear communication network for all stakeholders, including volunteers, donors, 

staff, vendors and the community. 

VI. Empowering volunteers to govern the organization, and to develop and produce cultural programs that 

meet community needs. 

VII. Developing a staff that demonstrates the excellence of the organization and works in harmony with each 

other and the volunteer corps. 

STATEMENT OF PURPOSE 

ARTSQUEST BOARD OF TRUSTEES 

Under the by-laws of the organization the Board of Trustees is vested with the authority and responsibility of 

overall governance of the corporation. The Board of Trustees will have at least seven committees: the Finance & 

Audit Committee (to select the auditor and to review and evaluate the audit and the tax returns prior to Board 

presentation), the Capital Resources & Facilities Committee (develop organizational approach to capital assess 

including real estate and personal property), the Governance Committee (to identify prospective board 

members, periodically review of the by-laws, and address organizational policies and procedures), the Human 

Resources Committee (working with the Human Resources department to establish human resources policies for 

the organization and develop organization-wide succession plan), the Marketing Committee (management of the 

organization’s brands and development of marketing strategies across all programs), the Ad Hoc Program 

Development Committee (to act in advisory capacity as clearing house for new programs for the organization 

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that require resources across multiple programming pillars), and the Strategic Planning Committee (development 

and evaluation of strategic plans). The role of the Board of Trustees will be to: 

a. Review and approve of the annual operating and the capital budgets. 

b. Approve and monitor the debt of the corporation. 

c. Review and recommend revisions and additions to personnel policies, including compensation 

and benefits. 

d. Approve the hiring of the auditor for the corporation. 

e. Manage the strategic planning process and evaluate the plan annually. 

f. Approve new program initiatives not directly relating to programs covered by one of the Program 

Boards, including new capital initiatives. 

g. Manage the governance of the organization, including coordination of the Program Boards, board 

development, board evaluation and nominations. 

h. Approve the acquisition and/or sale of real estate. 

i. Manage the financial stability of the organization, including working with staff to seek 

philanthropic gifts, government and foundation grants, and earned revenue. 

j. Develop and maintain the policies of the organization. 

k. Hire and, if necessary, terminate the President & CEO. 

l. Perform such other duties as are appropriate or vested in the Trustees’ by-laws. 

Responsibilities of a Trustee: 

a. Attend Board meetings (generally 10-12 annually). 

b. Be an active member of a Board Committee, a Program Board or a Program Board Committee. 

c. Contribute expertise, either during Board or Committee meetings, or as requested to assist staff 

with management matters. 

d. Advocate ArtsQuest in the community. 

e. For At-Large members, contribute directly the sum of $5,000 annually. Prospective Trustees who 

may not be able to meet this responsibility in full may apply for a waiver from this provision at the 

time they are in consideration to become a member of the Board. This waiver will be in writing 

from the Chair of the Board at the time the Trustee is first nominated to serve. The waiver will be 

operative for all subsequent terms that the Trustee may serve. 

f. All Trustees are expected to be a Member of ArtsQuest at a level that is significant for the Trustee, 

to demonstrate his/her commitment to the organization. 

Qualifications Sought 

Due to its focus on the complex issues of a modern not for profit organization, and because the Program Boards 

each have one (1) seat on the Trustees, the up to sixteen (16) At-Large Trustees need to represent one or more of 

the following skill sets: financial, accounting, legal, banking, commercial lending, marketing, business leadership, 

community leadership, philanthropy and/or fundraising. 

Types of Trustees: The ArtsQuest Board of Trustees has three groups of members: At-Large, Ex Officio and 

Program Board Representatives. 

The Ex Officio members include: the President & CEO of the organization, and a representative of the 

Mayor of the City of Bethlehem. 

The three Program Board Representatives are elected annually by the Trustees, and each of the three 

Program Boards must be represented. 

There may be a maximum of sixteen (16) At-Large trustees in three (3) groups of up to six (6) members, 

each class representing three (3) year terms. 

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Term (At-Large Trustees): Trustees are elected for a term of three (3) years; however, a Trustee may initially fill a 

one (1) or two (2) year partial term. Under the ArtsQuest by-laws, no trustee may serve for more than three (3) 

consecutive three (3) year terms, in addition to any partial term. 

Conflict of Interest 

ArtsQuest maintains a conflict of interest policy which requires all Trustees, Board members and staff to annually 

disclose any conflict of interest. A copy of the policy is available for candidates of the position. 

General Liability, Indemnification and Directors & Officers Policy 

The by-laws of ArtsQuest provide for indemnification of a Trustee or Officer for expenses incurred with regard to 

any legal proceeding with regard to his/her services to the corporation in the capacity of Trustee or Officer. 

Trustees and Officers are in a position of fiduciary relationship with the Organization and absent breach of 

fiduciary duty, lack of good faith or self-dealing, are not liable to the Organization for their acts. ArtsQuest 

maintains General Liability, Indemnification and Directors & Officers Policy Insurance. Candidates and Trustees 

may request information on the coverage provisions of the insurance from ArtsQuest’s Director, Office of the 

President & CEO. 

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ARTSQUEST FOUNDATION TRUSTEE 


Mission: The ArtsQuest Foundation is organized and shall be operated for charitable, religious, scientific and 

educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. The 

purposes for which the Corporation is organized are as follows: 

To benefit, support, make distributions to, and carry out the purposes of ArtsQuest (formerly Bethlehem 

Musikfest Association), with a current address of 25 W. Third Street, Suite 300, Bethlehem, PA 18015, a 

Pennsylvania non-profit corporation (“ArtsQuest”), or its successor organization whether by change of 

name, consolidation or merger, and to these ends to take and hold by bequest, devise, gift, grant, 

purchase, lease or otherwise any property, real, personal, tangible, or intangible, or any interest therein 

without limitation as to amount or value, to sell, convey or otherwise dispose of any such property and to 

invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the 

Board of Trustees, will best promote the purposes of ArtsQuest, or its successor organization. 


ARTSQUEST FOUNDATION BOARD OF TRUSTEES 


overall governance of the corporation. The role of the Board of Trustees will be to: 

a. Develop and approve of the annual operating and the capital budgets. 

b. Review and approve all new full time staff positions. 

c. Review and approve of personnel policies, including compensation and benefits. 

d. Hire the auditor for the corporation. 

e. Manage the governance of the organization. 

f. Retain such financial advisors as are appropriate for management of funds entrusted to 

the Foundation. 

g. Develop and maintain the gift acceptance policy of the Foundation. 

h. Manage the financial stability of the organization, including working with staff to seek 


i. Develop and maintain the policies of the organization. 

j. Hire and, if necessary, terminate the Executive Director. 

k. Perform such other duties as are appropriate or vested in the Trustees’ by-laws. 


a. Attend Board meetings (generally 4 - 6 annually). 

b. Actively participate in the Board’s policy process. 

c. Actively participate in the cultivation and solicitation of donors for gifts to the Foundation. 

d. Make a personal gift in the amount of $10,000 annually to either ArtsQuest or the 

ArtsQuest Foundation. 


Due to its focus on the complex issues of a modern not for profit organization, and the focus of this organization 

on financial stewardship, Trustees will be sought to represent one or more of the following skill sets: financial, 

accounting, legal, banking, commercial lending, business leadership, community leadership, philanthropy and/or 

fundraising. 

No trustee may serve for more than four (4) consecutive three (3) year terms, in addition to any partial term. 

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ArtsQuest Foundation maintains a conflict of interest policy which requires all Trustees, Board members and staff 

to annually disclose any conflict of interest. A copy of the policy is available for candidates of the position. 


The by-laws of the ArtsQuest Foundation provide for indemnification of a Trustee or officer for expenses incurred 

with regard to any legal proceeding with regard to his/her services to the corporation in the capacity of Trustee or 

Officer. Trustees and Officers are in a position of fiduciary relationship with the Corporation and absent breach of 

fiduciary duty, lack of good faith or self-dealing, are not liable to the corporation for their acts. ArtsQuest 

Foundation maintains General Liability, Indemnification and Directors & Officers Policy Insurance. Candidates 

and Trustees may request information on the coverage provisions of the insurance from the Executive Director. 

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ARTSQUEST VISUAL ARTS BOARD 



The Organization is incorporated under the Non-Profit Organization law of the Commonwealth of Pennsylvania for 

the following purposes: 
















III. Providing education in the creative arts in areas not well represented by traditional educational institutions 

in the community and becoming a resource for arts education and arts-in-education for the region. 

IV. Partnering with business organizations, educational institutions, government agencies and other not-forprofit 

organizations. 









The Visual Arts Board will further the mission of ArtsQuest through monitoring and advising the professional staff 

on the content of visual arts programming by the organization. For the purposes of ArtsQuest, visual arts include 

all traditional visual arts forms. The Visual Arts Board will have at least two committees: the Resident Artist 

Review Committee (which focuses on developing relationships with artists, advise staff on Banana Factory policies 

and studio admissions and work with staff to develop policies and criteria for all festivals and markets presented 

by ArtsQuest that feature visual artists) and the Exhibition Committee (which will advise staff on gallery exhibits, 

collaborative efforts with other organizations and visual arts festival content such as exhibits, and lectures). The 

role of the board will be to: 

a. Represent the community and reach out to others in the community to bring visual arts 

programming ideas to the attention of Board members. 

b. Have an interest and independent knowledge of one or multiple areas of visual arts to assist in 

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advising staff with regard to visual arts programming. 

c. Assist staff in obtaining resources for successful visual arts programming. Resources means 

volunteers, advisors and financial support including in kind goods and services. 

d. Define the goals and/or measure of success for visual arts programming, develop the metrics to 

evaluate each program and on at least an annual basis review and evaluate each program. 

e. On behalf of ArtsQuest assist in developing relationships with visual artists. 

f. Assist and advise the Performing Arts Board for visual arts content of festivals, markets and events. 

Responsibilities of a Board Member: 

a. Attend Board meetings (generally 10 – 12 annually). 

b. Be an active member of the Visual Arts Board, a Trustee Committee or a Visual Arts Board 

Committee. 


with program matters. 

d. Be an advocate ArtsQuest in the community. 

e. Be an ArtsQuest Circle donor, provided that if a member is not able to contribute at this level he/she 

shall become an ArtsQuest member and support the fund raising events for Visual Arts programs to 

the extent he/she is able. 


Due to its focus on the visual arts, community members are sought with following skill sets: arts education, visual 

arts, ceramics, glass, photography, public art, sculpture, painting and drawing, business leadership, community 

leadership, philanthropy and/or fundraising. 

Groups of Board Members: The ArtsQuest Visual Arts Board has two (2) groups of members: At-large and Ex Officio. 

The At-Large members may be a maximum of eighteen (18) are in three classes of up to six (6) members, each 

class representing three (3) year terms. One Banana Factory resident artists will be appointed as a voting 

member on an annual basis by the staff liaison and the Visual Arts Board Chair. 

The Ex Officio member is a staff member designated by the President & CEO of ArtsQuest. 

Term (At-Large Members): Members are elected for a term of three (3) years; however, a Member may initially fill 

a one (1) or two (2) year partial term. Under the ArtsQuest by-laws, no member may serve for more than three (3) 

consecutive three (3) year terms, plus any partial term. 






any legal proceeding with regard to his/her services to the corporation in the capacity of Trustee or Officer. Trustees 

and Officers are in a position of fiduciary relationship with the Organization and absent breach of fiduciary duty, 

lack of good faith or self-dealing, are not liable to the Organization for their acts. ArtsQuest maintains General 

Liability, Indemnification and Directors & Officers Policy Insurance. Candidates and Trustees may request 

information on the coverage provisions of the insurance from ArtsQuest’s Director, Office of the President & CEO. 

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ARTSQUEST PERFORMING ARTS BOARD 



The Organization is incorporated under the Non-Profit Organization law of the Commonwealth of Pennsylvania 

for the following purposes: 
















III. Providing education in the creative arts in areas not well represented by traditional educational 

institutions in the community and becoming a resource for arts education and arts-in-education for 

the region. 

IV. Partnering with business organizations, educational institutions, government agencies and other 

not-for-profit organizations. 







STATEMENT OF PURPOSE ARTSQUEST PERFORMING ARTS BOARD 

The Performing Arts Board will further the mission of ArtsQuest through monitoring and advising the 

professional staff on the content of performing arts programming by the organization. For the purposes of 

ArtsQuest, performing arts includes music, cinema, theater, dance, comedy and all other traditional performing 

arts. Initially the Performing Arts Board will have at least four committees: The Music Arts Committee (to review 

music and various entertainment submissions and make recommendations to programming staff), the 

Comedy Arts Committee (to make recommendations and provide feedback on comedic programming of the 

organization), the Cinema Committee (to make recommendations and provide feedback on movie related programming 

throughout the organization), and the Musikfest Advisory Committee (to make recommendations and 

provide feedback across the entire festival). The role of the Board will be to: 

a. Represent the community and reach out to others in the community to bring performing arts 

programming ideas to the attention of Board members. 

b. Have an interest and independent knowledge of one or multiple areas of performing arts to assist 

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in advising staff with regard to performing arts programming 

c. Assist staff in obtaining resources for successful performing arts programming. Resources 

means volunteers, advisors and financial support including in kind goods and services. 

d. Define the goals and/or measure of success for performing arts programming, develop the metrics 

to evaluate each program and on at least an annual basis review and evaluate each program. 

e. On behalf of ArtsQuest assist in developing relationships with performing artists. 

f. Assist and advise the Visual Arts Board for performing arts content of festivals, markets and 

events. 

Responsibilities of a Board Member: 

a. Attend Board meetings (generally 8-10 annually). 

b. Be an active member of the Trustees, a Board Committee or a Program Board Committee. 


with program matters. 

d. Advocate ArtsQuest in the community. 

e. Contribute directly or through an employer or through solicitation to third parties, the sum of 

$2,500 annually. Prospective Board members who may not be able to meet this responsibility in 

full may apply for a waiver from this provision at the time they are in consideration to become a 

member of the Board. This waiver will be in writing from the Chair of the Board and the Chair of 

the Governance Committee at the time the board member is first nominated to serve. The waiver 

will be operative for all subsequent terms that the board member may serve. 

f. Regardless of (e) above, all board members are expected to be a Member of ArtsQuest at a level 

that is significant for the member, to demonstrate his/her commitment to the organization. 


Due to its focus on the performing arts, community members are sought with following skill sets: education, 

music, cinema, theater, dance, marketing, business leadership, community leadership, philanthropy and/or 

fundraising. 

Groups of Board Members: The ArtsQuest Performing Arts has two (2) groups of members: At-Large and Ex Officio. 

The At-Large members may be a maximum of eighteen (18) are in three groups of up to six (6) members, 

each class representing three (3) year terms. 

The Ex Officio member is a staff member designated by the President & CEO of ArtsQuest. 

Term (At-Large Members): Members are elected for a term of three (3) years; however, a Member may initially fill 

a one (1) or two (2) year partial term. Under the ArtsQuest by-laws, no member may serve for more than three (3) 

consecutive three (3) year terms, plus any partial term. 






any legal proceeding with regard to his/her services to the corporation in the capacity of Trustee or Officer. Trustees 

and Officers are in a position of fiduciary relationship with the Organization and absent breach of fiduciary duty, 

lack of good faith or self-dealing, are not liable to the Organization for their acts. ArtsQuest maintains General 

Liability, Indemnification and Directors & Officers Policy Insurance. Candidates and Trustees may request 

information on the coverage provisions of the insurance from ArtsQuest’s Director, Office of the President & CEO. 

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FRIENDS OF THE LEVITT PAVILION @ SteelStacks TRUSTEE 

Mission of the Friends of the Levitt Pavilion @ SteelStacks: To present and support musical performances at the 

Levitt Pavilion in the City of Bethlehem, Pennsylvania. 


FRIENDS OF THE LEVITT PAVILION @ STEELSTACKS BOARD OF TRUSTEES 


overall governance of the corporation. The role of the Board of Trustees will be to: 

a. Develop and approve of the annual operating and the capital budgets. 

b. Manage the strategic planning process and evaluate the plan annually. 

c. Advise the professional staff in the development and presentation of the musical programs 

offered free to the community at the Levitt Pavilion at SteelStacks. 

d. Manage the governance of the organization, board development, board evaluation and 

nominations. 

e. Manage the financial stability of the organization, including working with staff to seek 


f. Develop and maintain the policies of the organization. 

g. Such other duties as are appropriate or vested in the Trustees by-law. 


a. Attend Board meetings (generally 7 – 9 annually) 

b. Be an active member of a Board Committee 


with management matters 

d. Advocate for the Levitt Pavilion in the community 

e. Contribute personally $250 and secure through an employer or through solicitation to third parties 

an additional $2,500 annually or contribute personally $2,500 annually. 


The Friends of the Levitt Pavilion @ SteelStacks4 Board of Trustees will need diverse skill sets to manage and 

support the programs of the Levitt Pavilion, including, but not limited to: financial, accounting, banking, 

marketing, music, business leadership, community leadership, philanthropy and/or fundraising. 

Terms of office: Trustees are elected for a term of three (3) years; however, a Trustee may initially fill a one (1) or 

two (2) year partial term. Under the by-laws, no trustee may serve for more than three (3) consecutive three (3) 

year terms, in addition to any partial term. 

Relationship with ArtsQuest: The Friends of the Levitt Pavilion @ SteelStacks is a subsidiary not-for-profit 

corporation of ArtsQuest, also a Pennsylvania not-for-profit corporation. The Trustees of the Friends of the Levitt 

Pavilion are appointed by the Board of Trustees of ArtsQuest. The Trustees of the Friends of the Levitt Pavilion have 

the responsibility for developing the programs, budget and all other aspects of the Levitt Pavilion’s programming. 

The Friends of the Levitt Pavilion have access to ArtsQuest’s professional staff for the needs of the organization, 

including marketing, development, planning and programming. The Executive Director of the Friends of the Levitt 

Pavilion @ SteelStacks is an employee of ArtsQuest contracted to the Friends organization. The Executive Director 

is contracted to the Friends organization and receives all of the employee benefits to which ArtsQuest employees 

are entitled. 

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General Liability, Indemnification and Errors and Omissions Policy 

The by-laws of the Friends of the Levitt Pavilion @ SteelStacks provide for indemnification of a Trustee or officer 

for expenses incurred with regard to any legal proceeding with regard to his/her services to the corporation in 

the capacity of Trustee or Officer. Trustees and Officers are in a position of fiduciary relationship with the 

Corporation and absent breach of fiduciary duty, lack of good faith or self-dealing, are not liable to the corporation 

for their acts. ArtsQuest, parent corporation of the Friends of the Levitt Pavilion @ SteelStacks, maintains “Errors 

and Omissions” Insurance. Candidates and Trustees may request information on the coverage provisions of the 

insurance from ArtsQuest’s Director, Office of the President & CEO. 

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ARTSQUEST COMMITTEES 

The purpose of this document is to clarify the roles of the various ArtsQuest Boards and Committees with regard 

to planning, implementation and evaluation within the organization. 

ARTSQUEST BOARD OF TRUSTEES: 

Members of all Boards may serve on any committee of the Board of Trustees. 

• FINANCE & AUDIT COMMITTEE: 

The role of this committee is to annually select the auditor for ArtsQuest and to review and evaluate 

the audit and the tax returns of the organization prior to presenting to the Board. This committee will 

also review and evaluate all debt tolerance reports prior to Board of Trustee presentation. Meets 3-5 

times per year. Staff liaison: ArtsQuest Vice President of Finance; Chair: Treasurer, Board of Trustees. 

• CAPITAL RESOURCES COMMITTEE: 

This committee assists staff in developing a comprehensive organizational approach to capital assets 

of the organization (including real estate and personal property). The goal of the committee is to 

understand future capital replacement needs, as well as new capital needs, and to create an 

organizational policy to address those needs. Meets 3-4 times per year. Staff liaison: ArtsQuest 

Senior Vice President of Operations; Chair: Community or ArtsQuest Board Member. 

• GOVERNANCE COMMITTEE: 

This committee is responsible for working with the boards to establish skill sets needed for 

prospective board members; identify and cultivate prospective board members; and evaluate and 

make recommendations for the re-nomination of board members at the end of their terms. In 

addition, the Governance Committee is responsible for periodic reviews of the by-laws to assess 

for relevancy and standards, recommending changes to the Trustees as appropriate. The committee 

also monitors the communication capacity and process assuring availability of information to Board 

members so that they can maximize their participation in the organization. Meets 4-8 times per year. 

Staff liaison: ArtsQuest President & CEO; Chair: Vice-Chair, ArtsQuest Board of Trustees. 

• HUMAN RESOURCES COMMITTEE: 

This committee works review and recommends human resources policies, staffing needs, and staff 

benefits for the organization. When necessary, act as an appeal resource as defined in the policies 

and procedures. The Human Resources Committee is the primary committee that will review the 

organization-wide succession plan. Meets 3-4 times per year. Staff liaison: ArtsQuest Vice President 

of Human Resources; Chair: Community or ArtsQuest Board Member. 

• MARKETING COMMITTEE: 

The Marketing Committee is engaged in the management of ArtsQuest’s brands and the 

development of ArtsQuest’s marketing strategies given its broad range of programs and its dual 

mission of access to the arts and economic development. Meets 8-10 times per year. Staff liaison: 

Director of Marketing; Chair: Community or ArtsQuest Board Member. 

• PROGRAM DEVELOPMENT COMMITTEE: 

This ad-hoc committee will be a central clearing house for new programs for the organization that 

require the resources of several departments and cross multiple programming pillars. It will review 

proposals for new programming on a set of criteria to be developed, to determine if the program 

should be offered and if so when and how it should be offered. The committee shall act in an 

advisory capacity as community representatives of the validation or rejection of potential new 

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programming by assessing the risks to the mission, staff and financial resources of the 

organization, the need or necessity, and the audience. In addition, it make recommendations to 

the Strategic Planning Committee for programs that may require capital or other more extensive 

resources for incorporation in future strategic plans. Following the advisement of the committee, 

staff will make the final determination of implementation, manage the program, and report back to 

the committee on the outcome. The committee shall be made up of representatives from the three 

program boards, staff, and community representatives. Meetings are held an as-needed basis. Staff 

liaison: ArtsQuest Chief Programming Officer; Chair: ArtsQuest Board Member. 

• STRATEGIC PLANNING COMMITTEE: 

The responsibility of this committee is the development of the strategic plans and evaluation and 

modification of the plans. In addition, the Strategic Planning Committee will review the current 

Strategic Plan and recommend alterations. Meets 5 – 8 times per year during development years. 

Staff liaison: ArtsQuest President & CEO; Chair: ArtsQuest Board Member. 

• VOLUNTEER COMMITTEE: 

Provide training recommendations and feedback of volunteers for festivals and events, focusing on 

Musikfest, Oktoberfest, Christkindlmarkt & PEEPSFest. Meets monthly. Staff liaison: Volunteer & 

Internship Programs Manager; Chair: Community or ArtsQuest Board Member. 

ARTSQUEST PROGRAM BOARDS: All program boards have these primary functions: 

1. To evaluate programs in disciplines for which they are responsible. 

2. To develop and review new programming concepts in arts and cultural disciplines for 

which they are responsible, regardless of where generated, for ArtsQuest. 

3. To reach out to the community to seek appropriate third party or partnership programming that are 

consistent with ArtsQuest’s mission and can be incorporated into ArtsQuest programs or facilities for 

final review of staff. 

4. To encourage and assist staff with the incorporation of education and outreach elements in 

programs wherever possible. 

5. To understand and assist with the financial responsibility for developing and sustainin current and 

future programs. 

ARTSQUEST PERFORMING ARTS BOARD 

This board is responsible for performing arts programs including music, dance, film, theatre, comedy and 

multi-disciplinary programs. For ArtsQuest purposes, literary, poetry and spoken word programs are included 

within this board’s responsibilities. Meets 10 times per year. Staff liaison: Chief Programming Officer; Chair: Board 

Member. 

• Music Arts Committee 

The Music Arts Committee reviews music and various entertainment submissions made to ArtsQuest 

and makes recommendations to programming staff on both quality and appropriate venues or 

events for their potential inclusion. Meets 8-10 times per year. Staff liaison: Chief Programming 

Officer. 

• Cinema Arts Committee 

The Cinema Arts Committee makes recommendations and provides feedback on programming for 

the Frank Banko Alehouse Cinemas and any other movie related programming at ArtsQuest 

venues and events. Meets 6 times per year. Staff liaison: Cinema Staff Member: Chair: Community or 

ArtsQuest Board Member. 

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• Comedy Arts Committee 

The Comedy Arts Committee makes recommendations and provides feedback on comedic 

programming at ArtsQuest venues and events. Meets 6 times per year. Staff liaison: Comedy Staff 

Member; Chair: Community or ArtsQuest Board Member. 

• Musikfest Advisory Committee: 

This committee is responsible for the oversight of Musikfest and its continued sustainability as the 

nation’s largest free music festival. To that end, this committee will evaluate, review and recommend 

changes from layout to food vendor selection to logistics that incorporate the latest trends and offer 

not only diversity but also the kinds of experiences that help to grow revenues year over year in 

order to support other ArtsQuest programming. The committee also advises, reviews, and 

implements the recommendations from the various ArtsQuest departments for the overall 

sustainability and success of the festival. Meetings are held an as-needed basis. Staff liaison: 

Senior Vice President of Operations & Festivals; Chair: Community or ArtsQuest Board Member. 


This board is responsible for all visual arts programs including glass, ceramics, photography, jewelry, painting, 

drawing, sculpture, decorative arts, fiber and crafts, and video and digital media. For ArtsQuest’s purposes this 

board is also responsible for artist opportunities, public art on all of ArtsQuest’s properties, and for arts education 

and outreach programs, as well as the exhibits in any gallery or exhibit space operated by ArtsQuest. Meets 10-11 

times per year. Staff liaison: Senior Director of Visual Arts: Chair: Board Member. 

• InVision Photo Festival Committee 

The InVision Photo Festival Committee is divided into 2 categories; Publicity and Programming/ 

Logistics. The committees work together to make sure all opportunities are explored for the 

successful planning and implementation of the festival and Lehigh Valley Photography Month. 

Committee members assist the Director of Visual Arts with duties involving the festival. Meetings are 

held an as-needed basis. Staff liaison: Senior Director of Visual Arts; Chair: Community or ArtsQuest 

Board Member 

• Exhibition Committee 

The Exhibition Committee is responsible for reviewing portfolios and suggesting and recruiting 

artists for gallery shows. These shows are at the Banko, Crayola, Corridor galleries in the Banana 

Factory and the Alvin H. Butz Gallery at SteelStacks. The committee meets as needed usually twice a 

year to review and assist in exhibition scheduling. Staff liaison: Senior Manager of Visual Arts. 

• Ad Hoc Committee 

Ad Hoc Committee is responsible for helping the Director of Visual Arts create policies and 

handle challenges. The committee meets on an “as needed” basis. The committee was instrumental 

in creating new Resident Artist Policies and Procedures, which outlines term limits for resident 

artists. Meetings are held an as-needed basis. Staff liaison: Senior Director of Visual Arts; Chair & 

Artist liaison: Resident Artist. 

• Resident Artist Review Committee 

The Resident Artist Review Committee is responsible for reviewing potential resident artists as well 

as reviewing existing artists and determining their status as outlined in the Artist Policies and 

Procedures term limits. The committee consists of 2 board members, 2 artists and 2 staff members 

and meets on an as-needed basis. These members are rotated annually. Staff liaison: Senior Director 

of Visual Arts; Chair: Community or ArtsQuest Board Member. 

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FRIENDS OF THE LEVITT PAVILION STEELSTACKS 

As a subsidiary corporation established to operate the Levitt Pavilion SteelStacks in accordance with the national 

Levitt guidelines, which very much meet the mission of ArtsQuest, this board is responsible for development of 

the programs at the Levitt Pavilion SteelStacks, in coordination with ArtsQuest; coordinate an outreach component 

of the program; and assist in the financial support for the Levitt Pavilion. Meets 10 times per year. Staff liaison: 

Executive Director of the Levitt Pavilion SteelStacks; Chair: Board Member. 

ARTSQUEST FOUNDATION 

The ArtsQuest Foundation’s role is the development of an endowment to support and sustain ArtsQuest. The 

primary goal for the Foundation during the Strategic Planning process will be to develop, implement and 

annually review the long term growth of the Foundation which will include resource needs (human, Information 

Technology, materials) and tools such as planned giving. Meets 5-8 times per year. Staff liaison: Executive 

Director, ArtsQuest Foundation; Chair: Board Member. 

19

ARTSQUEST BYLAWS 

BYLAWS OF ARTSQUEST 

A NONPROFIT CORPORATION 

ARTICLE I 

INTRODUCTORY 

1.01. Definition of Bylaws. These Bylaws are adopted by ARTSQUEST (“Corporation”) for the regulation and 

management of its affairs. 

1.02. Purpose and Powers. This Corporation will have the purposes and powers that may be stated in its Articles 

of Incorporation, and such powers as are now or may be granted hereafter by the Nonprofit Corporation 

Law of 1988 of the Commonwealth of Pennsylvania, or any successor legislation. 

ARTICLE II 

OFFICES 

2.01. Principal and Branch Offices. The principal place of business of this Corporation in Pennsylvania will be 

located at 25 W. Third Street, Bethlehem, Pennsylvania 18015. In addition, the Corporation may maintain 

other offices as its business requires. 

2.02. Location of Registered Office. The location of the registered office of this Corporation is 25 W. Third Street, 

Bethlehem, PA 18015. Such office will be continuously maintained in the Commonwealth of Pennsylvania for the 

duration of this Corporation. The Board of Trustees may from time to time change the address of its registered office 

by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State. 

ARTICLE III 

TRUSTEES 

3.01. Definition of Board of Trustees. The Board of Trustees is that group of individual adult persons vested with 

the management of the business and affairs of the Corporation. 

3.02. Number of Trustees. The number of Trustees of this Corporation shall not exceed twenty one nor be less 

than eighteen. 

3.03. Selection and Election of Trustees. The Trustees shall be in four categories: 

(A) At-Large Trustees: There shall be at least thirteen but not more than sixteen At-Large Trustees. At- 

Large Trustees shall be elected annually at a fourth quarter meeting, hereinafter referred to as the Annual 

Meeting, the date of which shall be mutually agreed upon between the Chair and President. The At-Large 

Trustees shall serve a term of three years and may, beginning with the Special Reorganization meeting 

described in Section 3.06 serve up to a maximum of three consecutive full terms or a total of eleven 

consecutive years if they are elected to fill a one year or two year vacancy. The At-Large Trustees shall be 

elected in three groups so that each year the Governance Committee shall select and nominate at least 

four but not more than six candidates to serve on the Board of Trustees for a three-year term, and if the 

Governance Committee so desires, it shall nominate candidates to fill vacancies in the other two groups 

to serve until those groups’ respective three-year terms terminate. The names of these nominees together 

with their qualifications should be submitted to the Board of Trustees in writing at least seven days prior to 

the Annual Meeting. 

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After presentation of the slate by the Governance Committee, the Chair shall accept nominations from the 

floor. All nominations must be seconded. The Governance Committee must be advised five days prior to 

the election of the names of any persons to be nominated from the floor by the nominators together with 

the names of the seconders. If there are nominations from the floor, the ballot shall be secret. 

(B) Program Board Trustee: There shall be two Program Board Trustees elected annually; one each, from 

the Members of the two Program Boards for a term of one year. Program Board Trustees shall be 

nominated by the Governance Committee, which shall submit the names of candidates to the Board of 

Trustees at least seven (7) days prior to the Annual Meeting. The Program Board Trustees shall be 

nominated and elected in the same manner as the At Large Trustees. 

(C) Friends of Levitt Pavilion SteelStacks Trustee: There shall be one Trustee elected annually from the 

Directors of the Friends of Levitt Pavilion SteelStacks Board for a term of one year. This Trustee shall be 

nominated by the Governance Committee, which shall submit the name of the candidate to the Board of 

Trustees at least seven (7) days prior to the Annual Meeting. The Friends of Levitt Pavilion SteelStacks 

Board Trustee shall be nominated and elected in the same manner as the At Large Trustees. 

(D) Ex-Officio Trustees. The following individuals shall be voting ex-officio members of the Board of 

Trustees for as long as their term of office shall last, or for as long as they shall hold the designated 

position within the Corporation: 

1. The President of the Corporation. 

2. The Mayor of the City of Bethlehem. 

3.04. Terms of Trustees. 

(A) At-Large Trustees. The three year term of At-Large Trustees shall commence on January 1 following 

their election and shall serve until December 31 of the third year following their election, or until a 

successor has been selected and qualified, except that At-Large Trustees elected to fill a vacancy shall 

serve for the unexpired term of the predecessor in office. 

(B) Ex-Officio Trustees. Ex-officio Trustees shall serve for as long as they shall hold the respective positions 

with the Corporation or the Mayor of the City of Bethlehem. 

(C) Program Board & Friends of the Levitt Pavilion SteelStacks Trustees. The Trustees elected from the 

Program Boards and the Friends of the Levitt Pavilion Board shall serve terms of one year which shall 

commence on January 1 following their election and may be re-elected. Upon termination of such 

person as a Director of the Program Board or Friends of the Levitt Pavilion SteelStacks Board, he or she 

shall cease to be a Trustee. 

3.05. Chair of the Board of Trustees. The Chair will serve as the Chair of the Board of Trustees and will perform all 

duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed 

from time to time by the Board of Trustees. The Chair of the Board shall serve in an ex- officio capacity on all 

committees of the Board of Trustees. 

3.06. Vice Chair of the Board of Trustees. The Vice Chair will perform all duties and exercise all powers of the 

Chair when the Chair is absent or is otherwise unable to act. The Vice Chair will perform such duties as may be 

prescribed from time to time by the Board of Trustees. 

3.07. Selection and Election of Chair, Vice Chair, Treasurer and Secretary. Following election of Trustees at the 

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Annual Meeting in November, the Governance Committee shall prepare a suggested slate of Board Officers 

consisting of the Chair, Vice Chair, Secretary and Treasurer, drawn from the membership of the Board, excluding 

outgoing members and ex officio members, but including incoming members. Such slate shall be submitted to 

the incoming Board in writing prior to the Annual Reorganization Meeting. At the Annual Reorganization Meeting 

the Chair of the Governance Committee shall act as chair pro tem and, after presenting the slate of the 

Governance Committee, shall accept nominations from the floor. All nominations must be seconded. The 

Governance Committee must be advised five days prior to the election of the names of any persons to be 

nominated from the floor by the nominators together with the names of the seconders. If there are nominations 

from the floor, the ballot shall be secret. Newly-elected Officers shall take office immediately. 

3.08. Authority. The Chair or Vice-Chair shall be authorized to act on behalf of the Board of Trustees on those 

matters referred to it by the President and to approve unbudgeted expenditures not to exceed $50,000. Beyond 

such expenditure limits, Board approval is required. 

3.09. Terms of Chair, Vice Chair, Secretary and Treasurer. The Chair, Vice Chair, Secretary and Treasurer shall 

serve a one-year term concluding with the Board Reorganization meeting held annually in January. 

3.10. Vacancies among Chair, Vice Chair, Secretary and Treasurer. Any vacancy occurring during the year will be 

filled from the membership of the Board of Trustees by the Board of Trustees upon recommendation of the 

Governance Committee. 

3.11. Removal of Chair, Vice Chair, Secretary and Treasurer. The Chair, Vice Chair, Secretary and Treasurer may be 

removed by a vote of two-thirds majority of the Board of Trustees whenever in its judgment the best interests of 

the Corporation will be served. 

3.12. Vacancies on the Board. Any vacancy occurring during the year with regard to an At-Large or Program 

Board Trustee may be filled by the Board of Trustees upon recommendation of the Governance Committee. The 

Trustee elected to fill the vacancy will serve for the unexpired term of the predecessor in office. If a vacancy 

occurs with regard to an ex-officio Member, the Trustee position shall remain vacant until such time as the 

ex-officio position has been filled in accordance with these Bylaws. 

3.13. Meetings. The Board of Trustees shall meet monthly at such time and place in the Bethlehem area as the 

Board designates. The Chair of the Board of Trustees and President shall determine the need of an all board retreat 

on an annual basis. Such retreat will be scheduled as deemed appropriate by the Chair of the Board of Trustees 

and the President. The meeting held in January shall be the Annual Reorganization Meeting. 

3.14. Special Meetings. A special meeting of the Board of Trustees may be called at any time by the Chair of the 

Trustees, the President or by three Trustees, provided that, when called other than by the Chair or the President, 

the notice shall state the purpose of the meeting, and any actions at such meeting shall be limited to those within 

the scope of such purpose. 

3.15. Notice of Trustees’ Meetings. Written notice stating the place, day and hour of any meeting of the Board of 

Trustees will be delivered to each Trustee not less than three days nor more than two weeks before the date of the 

meeting, at the direction of the Chair, President, Secretary or the Trustees calling the meeting. If called by the Chair 

or the President, such notice need not state the business to be transacted at, or the purpose of, such meeting. 

3.16. Waiver of Notice. Attendance of any Trustee at any meeting of the Board of Trustees will constitute a waiver 

of notice of such meeting, except where such Trustee attends a meeting for the express purpose of objecting, at 

the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or 

convened. 

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3.17. Quorum of Trustees. A majority of the Board of Trustees will constitute a quorum. The act of the majority 

of the Trustees present at a meeting in which a quorum is present will be the act of the Board of Trustees, unless a 

greater number is required under the provisions of the Nonprofit Corporation Law of 1988, the Articles of 

Incorporation of this Corporation, or any provision of these Bylaws. 

3.18. Voting to Authorize Disposition of Real Property. The Corporation shall make no purchase of real property 

nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by the vote of 

two-thirds of the Board of Trustees. 

3.19. Removal. Any Trustee may be removed by the vote of two-thirds of the Board of Trustees whenever in its 

judgement the best interests of the Corporation will be served. Absence from three consecutive meetings without 

valid reasons will be deemed the equivalent of a tender of resignation. 

ARTICLE IV 

OFFICERS 

4.01. Roster of Officers. The Officers of this Corporation will consist of the following: 

1. President 

2. Vice President 

3. Secretary 

4. Treasurer 

4.02. Election of Officers. Officers of the Corporation shall be nominated by the President and elected at the 

Annual Reorganization Meeting of the Board of Trustees and shall serve for one year or until their replacements 

are qualified and elected. 

4.03. President. The President of the Corporation shall be an employee of the Corporation, who shall serve as 

the chief executive officer of the Corporation. The President shall be hired by the Board of Trustees and may be 

terminated by the Board of Trustees only. The President shall be a voting ex-officio member of the Board of 

Trustees and its Executive Committee; and shall be a non-voting ex-officio member of all Program Boards and 

committees of the Corporation. The President shall report to the Board of Trustees and shall be responsible for the 

daily operations of the Corporation, supervision of all staff and such other responsibilities as the Board of Trustees 

may from time to time assign to the President. The Board of Trustees shall be exclusively responsible for the hiring 

of the President. The compensation of the President shall be set annually by the Board of Trustees on 

recommendation of the Executive Committee. 

4.07. Vice President. The position of Vice President shall be an employee of the corporation, with such positions 

being created from time to time by the Board of Trustees. The position shall be governed by the personnel policies 

of the Corporation in effect from time to time. The Vice President would serve as Interim President of the 

Corporation during any unforeseen short- or long-term inability to serve by the President, until such time as the 

President returns to his/her duties, or failing that, until such time the Board of Trustees approves and appoints a 

new President on an on-going basis. 

4.08. Secretary. The Secretary will be the custodian of the corporate records, will cause all notices to be given 

as required by law or the Bylaws, will be responsible for the recording of the proceedings of all meetings of the 

Board of Trustees, and the Executive Committee, and generally will perform all duties incident to the office of 

Secretary as required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from 

time to time by the Board of Trustees. 

23

4.09. Treasurer. The Treasurer will review all reports and accountings prepared by the Vice President of Finance/ 

Controller and will render reports and accountings as required by the Board of Trustees and will perform in 

general all duties incident to the office of Treasurer and such other duties as may be required by law, by the 

Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of 

Trustees. 

4.10. Removal of Vice President, Secretary or Treasurer. A Vice President, Secretary or Treasurer may be removed 

at any time by the President upon written notice to the said Officer. 

ARTICLE V 

COMMITTEES 

5.01. Executive Committee. There shall be an Executive Committee of the Board which shall consist of the 

Chair, Vice Chair, Secretary, and Treasurer of the Board of Trustees, and President. From time to time additional 

members may be added by the Chair of the Board of Trustees and President. Chairs of Board of Trustee 

committees may be invited at the discretion of the Chair and President. 

5.02. Report. At each meeting of the Board of Trustees, the Executive Committee shall submit a report as to any 

actions taken and decisions made by it. 

5.03. Meetings of the Executive Committee. Meetings of the Executive Committee shall be held at such times 

and places at the call of the Chair, President or three members of the Executive Committee. Written notice of each 

meeting of the Executive Committee shall be given to each member thereof at least three days prior to the day 

named for the meeting. At such meetings, any business may be transacted, whether included in the agenda or 

not. 

5.04. Quorum. Three (3) members of the Executive Committee shall be necessary to constitute a quorum for the 

transaction of business; however, all acts of the Executive Committee must be by a majority of the members of 

the Executive Committee in office. 

5.05. Standing Committees. There shall be Standing Committees of the Board of Trustees consisting of Capital 

Resources & Facilities, Finance and Audit, Governance, Human Resources, Marketing, and Strategic Planning. 

Except as stated herein, the Chair of the Board shall appoint the members of Committees. The Treasurer of the 

Board of Trustees shall serve as Chair of the Finance and Audit Committee. The Chair of all committees except 

Executive and Finance & Audit shall be appointed by the Chair of the Board. All At-Large Trustees are expected 

to serve on at least one of the Board Committees or subcommittees. The Governance Committee consists of up 

to seven members, up to four from the Board of Trustees, at least one each from the two Program Boards being 

appointed by the respective Program Board Chairs and at least one from the Board of the Friends of the Levitt 

Pavilion SteelStacks, appointed by the Chair of said board. All other committees and subcommittees of the Board 

of Trustees shall be open to persons who are not members of the Board of Trustees or Program Boards. 

5.06. Other Committees. The Board of Trustees may from time to time establish committees other than 

Executive and Standing Committees. The Chairs of previously established Other Committees shall be appointed 

by the Chair of the Board annually. The Chairs of these Other Committees shall appoint members to their 

committees. The Board may provide that members of Other Committees need not all be members of the Board of 

Trustees. 

5.07. Term of Committee Members and Chairs. (a) Chairs of each committee shall be appointed by the Chair 

of the Board of Trustees annually for term commencing February 1 of the year of appointment and concluding 

January 31 of the following year, unless said chair is re-appointed. (b) Members of the Board of Trustees, the 

24

ArtsQuest Performing Arts Board the ArtsQuest Visual Arts Board and the Friends of the Levitt Pavilion 

SteelStacks Board who are appointed to a committee shall serve on said committee until the conclusion of their 

term on the said board. If the member is re-elected to a Board, he or she may be re-appointed to the same 

committee or may be appointed to a different committee. Committee members who are not members of an 

ArtsQuest Board serve for a term that commences on the date of appointment and ends on the second January 31 

from the date of appointment, unless the member is re-appointed. 

5.08. Staff Committee Assignments. The President or a staff designee shall serve on all committees, in ex-officio, 

non-voting capacity. 

5.09. Authority. Committees, except for the Executive Committee, shall have the power of recommendation only 

unless additional powers are specifically conferred upon them by the Board. 

(A) Capital Resources & Facilities Committee: The Capital Resources Committee will assist the Board of 

Trustees through the development of a comprehensive organizational approach to capital assets of the 

organization (including real estate and personal property). 

(B) Finance and Audit Committee. The Finance and Audit Committee will assist the Board of Trustees 

through oversight and advice with regard to the following: integrity of financial statements; the financial 

reporting process, adequacy of internal controls, qualifications and independence of outside auditors, 

compliance with legal and regulatory reporting and disclosure, need for and access to capital, financing, 

internal financial statement design and other financial matters as requested by the Board of Trustees or the 

staff. 

(C) Governance Committee. The Governance Committee will assist the Board of Trustees through 

recruiting and proposing individuals for positions as Trustees, Program Board Directors or Officers of the 

Corporation, monitoring the effectiveness of its governance, and recommending to the Board changes to 

its by-laws and other governance policies and procedures. 

(D) Human Resources Committee: The Human Resources Committee will assist the Board of Trustees 

through the monitoring and development of human resources policies and procedures, including but not 

limited to employee compensation and benefits. 

(E) Marketing Committee. The Marketing Committee will assist the Board of Trustees through oversight of 

marketing, public relations, fundraising and Board participation in community outreach. 

(F) Strategic Planning Committee. The Strategic Planning Committee will assist the Board of Trustees 

through preparation and periodic revisions of a strategic plan or plans for the Corporation and its 

programs for Board consideration and monitoring any plans adopted by the Board. 

ARTICLE VI 

PROGRAM BOARDS 

6.01. Program Boards. The Board of Trustees shall establish two Program Boards: the ArtsQuest Performing Arts 

Board and the ArtsQuest Visual Arts Board. 

6.02 Purpose. The purpose of a Program Board is to assist in development of program content, development of 

program budgets, program operations, including the staffing through volunteers, financial support of the 

program, and working with the staff to develop policies and procedures for the program areas over which each 

Board has responsibility. 

25

6.03. Authority. Each Program Board shall have the authority to establish procedures for the operation of the 

programs under the jurisdiction of such Board provided, however, any such policy shall not conflict with any 

policies of the Corporation as established by the Trustees, and further provided that the Program Boards shall 

specifically have no authority with regard to establishing policy in the areas of personnel, finance, bylaws, 

nominating, volunteers and corporate long-range planning. 

6.04. General Provisions Regarding Program Boards. 

(A) Program Board Directors (hereinafter referred to as “Director”). There shall be at least fifteen but not 

more than eighteen Directors of each Program Board elected from the community. Program Board 

Directors shall be elected by the Board of Trustees at its Annual Meeting. The Program Board Directors 

shall serve a term of three years and may serve up to a maximum of three consecutive full terms or a total 

of eleven consecutive years if they are elected to fill a one year or two year vacancy. The Program Board 

Directors shall be elected in three groups so that each year the Governance Committee shall select and 

nominate at least five but not more than six candidates to serve on each Program Board for a three-year 

term, plus if the Governance Committee so desires, candidates to fill vacancies in the other two groups to 

serve until those groups’ respective three-year terms terminate. The names of these nominees 

together with their qualifications should be submitted to the Board of Trustees in writing at least seven (7) 

days prior to the Annual Meeting of the Board of Trustees. 

After presentation of the slate by the Governance Committee, the Chair shall accept nominations from the 

floor. All nominations must be seconded. The Governance Committee must be advised five days prior to 

the election of the names of any persons to be nominated from the floor by the nominators together with 

the names of the seconders. If there are nominations from the floor, the ballot shall be secret. 

(B) Ex-Officio Staff Program Board Directors. The President shall appoint one employee of the 

Corporation as a non-voting Director on each Program Board. Such Director may be removed and 

replaced at the discretion of the President. 

(C) Terms of Directors. The three year term of Program Board Directors shall commence on January 1 

following their election and shall serve until December 31 of the third year following their election or until 

a successor has been elected and qualified, except that Directors elected to fill a vacancy shall serve for 

the unexpired term of the predecessor in office. 

(D) Vacancies on a Program Board. Any vacancy occurring during the year with regard to a community 

Program Board Director may be filled by the Board of Trustees upon recommendation of the Governance 

Committee. The Program Board Director elected to fill the vacancy will serve for the unexpired term of the 

predecessor in office. 

(E) Meetings. Program Board meetings shall be scheduled at regular intervals at such time and place as 

the Program Board Chair and Ex-Officio Staff Program Board Director designates. Absence from three 

consecutive meetings without valid reasons will be deemed the equivalent of a tender of resignation by a 

Program Board Director. Special meetings may be called by the President or Chair of the Program Board. 

The first meeting of each Program Board in a calendar year shall be its annual reorganization meeting. 

(F) Quorum of Program Board. A majority of the Directors of a Program Board will constitute a quorum of 

that Board. The act of the majority of the Directors present at a Program Board meeting in which a quorum 

is present will be the act of the Program Board. 

26

(G) Notice of Program Board Meetings. Written notice stating the place, day and hour of any meeting of a 

Program Board will be delivered to each Director not less than three days nor more than two weeks before 

the date of the meeting at the direction of the Program Board Chair or Ex-Officio Staff Program Board 

Director calling the meeting. 

(H) Waiver of Notice. Attendance of any Director at any meeting of a Program Board will constitute a 

waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of 

objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not 

lawfully called or convened. 

6.05. Officers of the Program Boards and their Election. 

(A) The Officers of each Program Board and their respective duties are as follows: 

i. Chair of the Program Board. The Chair will serve as the Chair of the Program Board and will perform 

all duties incident to such office and such other duties as may be provided in these Bylaws or as may 

be prescribed from time to time by the Program Board. The Chair of the Program Board shall serve in 

an ex-officio capacity on all committees of the Program Board. 

ii. Vice Chair of the Program Board. The Vice Chair will perform all duties and exercise all powers of the 

Chair when the Chair is absent or otherwise unable to act. The Vice Chair will perform such duties as 

may be prescribed from time to time by the Program Board. 

(B) Selection and Election of Officers of the Program Boards. Officers shall be elected annually by the 

Program Board, during the annual reorganization meeting of the Program Board and shall serve for a 

term of one year. Officers shall be nominated by the Governance Committee and must be members of the 

respective Program Board. The slate of Officers shall be submitted to the Program Board in writing at least 

seven (7) days prior to the reorganization meeting. At the reorganization meeting of the Program Board, 

the Chair of the Governance Committee, or his or her representative, shall act as Chair pro tem and, after 

presenting the slate of the Governance Committee, shall accept nominations from the floor. All 

nominations must be seconded. The Governance Committee must be advised five days prior to the 

election of the names of any persons to be nominated from the floor by the nominators together with the 

names of the seconders. If there are nominations from the floor, the ballot shall be secret. Newly-elected 

Officers shall take office immediately. 

(C) Vacancies among Program Board Officers. Any vacancy occurring during the year will be filled from 

the membership of the Program Board upon recommendation of the Governance Committee. 

(D) Removal of Program Board Officers. Any officer of a Program Board may be removed by vote of 

two-thirds of the Board of Trustees whenever in its judgment the best interests of the Corporation will be 

served. 

6.06. Program Board Committees. 

(A) Each Program Board shall establish the beginning and termination date of Committees based on the 

programs for which the Program Board has responsibility. 

(B) Term of Committee Members. The term of all Committee members and the Chairs thereof shall be one 

(1) year or until their successors are selected and qualified. Each Program Board shall establish the 

beginning and termination date of the terms Committee members based on the responsibilities of the 

respective Committees. 

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(C) Committee Chair. All Committee chairs shall be selected by the chair of the Program Board in 

consultation with the staff liaison to the Program Board, within one month after the Program Boards 

annual reorganization meeting. 

6.07. ArtsQuest Performing Arts Board. The ArtsQuest Performing Arts Board will further the mission of the 

Corporation through monitoring and advising the professional staff on the content of performing arts 

programming by the organization. For the purposes of these By-laws, performing arts includes music, cinema, 

theatre, dance, comedy and all other traditional performing arts. The ArtsQuest Performing Arts Board will operate 

with committees which shall be established as needed by majority vote of the Performing Arts Board. 

6.08. ArtsQuest Visual Arts Board. The ArtsQuest Visual Arts Board will further the mission of the Corporation 

through monitoring and advising the professional staff on the content of visual arts programming by the 

organization. For the purposes of these By-laws, visual arts includes all visual art forms. The ArtsQuest Visual 

Arts Board will operate with committees which shall be established as needed by majority vote of the Visual 

Arts Board. 

ARTICLE VII 

NOTICE 

ACTION BY CONSENT 

7.01. Written Notice. Whenever written notice is required to be given to any person, it may be given to such 

person, either personally, by electronic mail, overnight courier service or first class mail, postage prepaid, charges 

prepaid, to said person’s address appearing on the books of the Corporation, or, in the case of Trustees or 

Directors, supplied by said Trustee or Director to the Corporation for the purpose of notice. If the notice is sent by 

mail or by overnight courier service, it shall be deemed to have been given to the person entitled thereto when 

deposited in the United States mail or with the courier service. If delivered by electronic mail (including email and 

telefax), such notice shall be deemed to be delivered if no notice of failed delivery is received. A notice of meeting 

shall specify the place, day and hour of the meeting and any other information required by statute or these 

Bylaws. When a special meeting is adjourned it shall not be necessary to give any notice of the adjourned meeting 

or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which 

such adjournment is taken. 

7.02. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the 

Pennsylvania Nonprofit Corporation Law of 1988, the Articles of Incorporation, of this Corporation, or these 

Bylaws, a waiver of such notice, in writing, or by facsimile, signed by the person or persons entitled to notice, 

whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. 

7.03. Action by Consent. Any action required by law or under the Articles of Incorporation of this Corporation 

or these Bylaws, or any action which otherwise may be taken at a meeting of the Board of Trustees or committee 

thereof, Program Board or committee thereof may be taken without a meeting if a consent in writing, setting forth 

the action so taken, is signed by all of the persons entitled to vote the respect to the subject matter of such 

consent, and filed with the Secretary of the Corporation or Program Board as appropriate. 

ARTICLE VIII 

OPERATIONS 

8.01. Fiscal Year. The Fiscal Year of this Corporation will be January 1 to December 31. 

8.02. Execution of Documents. Except as otherwise provided by law, checks, drafts, promissory notes, orders for 

the payment of money, and other evidences of indebtedness of this Corporation will be signed by any two of the 

28

authorized Officers of this Corporation, except that checks of $5,000 or less may be signed by any one authorized 

Officer. Such authorizations shall be reflected by appropriate resolutions entered into the minutes of the 

Corporation and in such resolutions as may be required by the organization’s financial institutions. The 

authorizations governing the execution of contracts, leases and other instruments shall be specifically defined in 

the Policies and Procedures of the organization. 

8.03. Books and Records. This Corporation will keep correct and complete books and records of account and will 

also keep minutes of the proceedings of the Board of Trustees. The Corporation will keep at its registered office the 

original or a copy of the Bylaws, including amendments to date certified by the Corporate Secretary. 

8.04. Inspection of Books and Records. All books and records of this Corporation may be inspected by any 

Trustee or his/her agent or attorney, for any proper purpose, at any reasonable time, on written demand, under 

oath, stating such purpose. 

8.05. Nonprofit Operation. This Corporation will not have or issue shares of stock. No dividend will be paid and 

no part of the income of the Corporation will be distributed to its Trustees, Program Board Directors or Program 

Board Officers. 

8.06. Loans to Management. This Corporation will make no loans to any of its Trustees, Program Board 

Directors, Program Board Officers, or employees. 

8.07. Budgets. Approval of operating and capital budgets by the Board of Trustees shall constitute authority of 

the Corporation, under the direction of the President, to expend sums within the budgeted amounts, subject to 

such policies, limitations or other controls as may be established by the Board. 

ARTICLE IX 

CONFLICTS OF INTEREST 

9.01. Disclosure and Removal. Although it shall not be encouraged, a business relationship may exist between 

the Corporation and a Trustee, Director or Officer of the Corporation (or an entity in which a Trustee, Director or 

Officer of the Corporation has an interest) so long as the facts and circumstances of such relationship are fully 

disclosed to the Board of Trustees and, if a Director, also to his or her Program Board, no more than fair market 

value is paid for such goods or services (as determined based on comparable transactions), and the relationship 

is approved by the Board of Trustees; provided, however, that any affected Trustee/Director/Officer shall remove 

himself/herself from any vote on or consideration of such relationship. Notwithstanding the foregoing, any such 

affected Trustee or Director may be counted in determining in presence of a quorum at any meeting where action 

is taken on any such business relationship. 

ARTICLE X 

INDEMNIFICATION 

10.01. The Corporation shall indemnify any Trustee, Director or Officer, and may indemnify any other employee 

or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in 

connection with any threatened, pending, or completed action, suit or legal proceeding, whether civil, criminal, 

administrative or investigative, including an action by or in the right of the Corporation by reason of the fact that 

he/she is or was a Trustee, Director or Officer, employee or agent of another Corporation, partnership, joint venture, 

trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in 

settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding unless 

the act or failure to act giving rise to the claim for indemnification is determined by a court to have constitute 

self-dealing, willful misconduct or recklessness. 

29

10.02. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XII 

shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of 

expenses may be entitled under any Bylaw, agreement, contract, vote of disinterested Trustees or pursuant to the 

direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his/her 

official capacity and as to action in another capacity while holding such office. It is the policy of the Corporation 

that indemnification of, and advancement of expenses to, Trustees, Directors and Officers of the Corporation shall 

be made to the fullest extent permitted by law. To this end, the Provisions of this Article XII shall be deemed to 

have been amended for the benefit of Trustees, Directors and Officers of the Corporation effective immediately 

upon any modification of the Business Corporation Law of the Commonwealth of Pennsylvania (the “BCL”) or the 

Directors’ Liability Act of the Commonwealth of Pennsylvania (the “DLA”) which expands or enlarges the power or 

obligations of corporations organized under the BCL or subject to the DLA to indemnify, or advance expenses to, 

Trustees, Directors and Officers of Corporations. 

10.03. The Corporation shall pay expenses incurred by an Officer or Trustee, Director and may pay expenses 

incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of 

the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person 

to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the 

Corporation. 

10.04. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XI 

shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a 

Trustee, Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and 

administrators of such person. 

10.05. The Corporation shall have the authority to create a fund of any nature, which may, but need not be, under 

the control of a Trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether 

arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to: (i) 

deposit funds in trust or in escrow; (ii) establish any form of self-insurance; (iii) secure its indemnity obligation 

by grant of a security interest, mortgage or other lien on the assets of the Corporation; or (iv) establish a letter of 

credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated 

indemnification or advancement of expenses contemplated by this Article XI. The provisions of this Article XI shall 

not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not 

specified in Section 11.01 but whom the Corporation has the power or obligation to indemnify, or to advance 

expenses for, under the provisions of the BCL or the DLA or otherwise. The authority granted by this Section 11.05 

shall be exercised by the Board of Trustees of the Corporation. 

10.06. The Corporation shall have the authority to enter into a separate indemnification agreement with any 

Officer, Trustee, Director, employee or agent of the Corporation or any subsidiary providing for such 

indemnification of such person as the Board of Trustees shall determine up to the fullest extent permitted by law. 

10.07. Within ten (10) business days after receipt by any person specified in Section 11.01 of notice of the 

commencement of any action, suit or proceeding specified in Section 11.01 such person shall, if a claim with 

respect thereto may be made against the Corporation under Article XI of these Bylaws, notify the Corporation 

in writing of the commencement or threat thereof; however, the omission so to notify the Corporation shall not 

relieve the Corporation from any liability under Article XI of these Bylaws unless the Corporation shall have been 

prejudiced thereby or from any other liability which it may have to such person other than under Article XI of 

these Bylaws. With respect to any such action as to which such person notifies the Corporation of the 

commencement or threat thereof, the Corporation may participate therein at its own expense and, except as 

otherwise provided below, to the extent that it desires, the Corporation, jointly with any other indemnifying party 

similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Corporation to the 

30

easonable satisfaction of such person. After notice from the Corporation to such person of its election to assume 

the defense thereof, the Corporation shall not be liable to such person under Article XI of these Bylaws for any 

legal or other expenses subsequently incurred by such person in connection with the defense thereof other than 

as otherwise provided below. Such person shall have the right to employ his/her own legal counsel in such action, 

but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the 

defense thereof shall be at the expenses of such person unless: (i) the employment of legal counsel by such 

person shall have been authorized by the Corporation; (ii) such person shall have reasonably concluded that there 

may be a conflict of interest between the Corporation and such person in the conduct of the defense of such 

proceeding; or (iii) the Corporation shall not in fact have employed legal counsel to assume the defense of such 

action. The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf 

of the Corporation or as to which such person shall have reasonably concluded that there may be a conflict of 

interest. If indemnification under Article XI of these Bylaws or advancement of expenses is not paid or made 

by the Corporation, or on its behalf, within 90 days after a written claim for indemnification or a request for an 

advancement of expenses has been received by the Corporation, such person may, at any time, thereafter, bring 

suit against the Corporation to recover the unpaid amount of the claim or the advancement of expenses. The right 

to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in 

any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the 

Corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right 

to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the Corporation. 

10.08. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is 

or was a Trustee, Director, officer, employee or agent of the Corporation, against any liability asserted against him/ 

her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the 

Corporation would have the power to indemnify him/her against such liability under the provisions of this Article X. 

ARTICLE XI 

LIABILITY OF TRUSTEES & DIRECTORS 

11.01. A Trustee or Director shall stand in a fiduciary relationship to the Corporation and shall perform his/her 

duties as a Trustee or Director, including his/her duties as a member of any Committee of the Board of Trustees or 

Program Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the 

best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person 

of ordinary prudence would use under similar circumstances. In performing his/her duties, a Trustee or Director 

shall be entitled to rely in good faith on information, opinions, reports or statements, including financial 

statements and other financial data, in each case prepared by any of the following: (a) one or more Officers, 

Trustees, Directors or employees of the Corporation whom the Trustee or Director reasonably believes to be 

reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to 

matters which the Trustee or Director reasonably believes to be within the professional or expert competence of 

such persons; or (c) a Committee of the Board or Program Board upon which he/she does not serve, duly 

designated in accordance with law, as to matters within its designated authority, which the Trustee or Director 

reasonably believes to merit confidence. A Trustee or Director shall not be considered to be acting in good faith if 

he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted. 

11.02. In discharging the duties of their respective positions, the Board of Trustees, Program Boards, 

Committees of the Board of Trustees or Program Boards and individual Trustees or Directors may, in considering 

the best interests of the Corporation, consider the effects of any action upon employees, suppliers and customers 

of the Corporation and upon communities in which offices or other establishments of the Corporation are located, 

and all other pertinent factors. The consideration of these factors shall not constitute a breach of any duties. 

11.03. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee, Director, 

Officer or employee any failure to take any action shall be presumed to be in the interests of the Corporation. 

31

11.04. A Trustee, Director, Officer or employee shall not be personally liable, as such, for monetary damages 

for any action taken, or any failure to take any action, unless: (a) the Trustee or Director has breached or failed to 

perform the duties of his/her office; and (b) the said breach or failure to perform constitutes self-dealing, willful 

misconduct or recklessness. 

11.05. The provisions of this Article XI shall not apply to: (a) the responsibility or liability of a Trustee, Director, or 

Officer pursuant to any criminal statute; or (b) the liability of a Trustee, Director or Officer for the payment of taxes 

pursuant to local, State or Federal law. 

ARTICLE XII 

ANNUAL REPORT 

12.01. Annual Reports. The Officers shall present annually to the Board of Trustees a report, verified by the 

President, and Treasurer or by a majority of the Trustees, showing in appropriate detail the following: 

(A) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year 

immediately preceding the date of the report. 

(B) The principal changes in assets and liabilities including trust funds, during the year immediately 

preceding the date of the report. 

(C) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for 

the year immediately preceding the date of the report, including separate data with respect to each trust 

fund held by or for the Corporation. 

(D) The expenses or disbursements of the Corporation, for both general and restricted purposes, during 

the year immediately preceding the date of the report, including separate data with respect to each trust 

fund held by or for the Corporation. 

ARTICLE XIII 

AMENDMENTS 

From time to time these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the 

Board of Trustees after ten (10) days’ written notice of the proposed alteration, amendment or change has been 

given to each Trustee provided that no alteration, amendment, or change shall be made without the affirmative 

vote of a majority of the total number of Trustees in office. 

ADOPTED this 12th day of December, 1984, at a duly called meeting of the Board of Directors of the BETHLEHEM 

MUSIKFEST ASSOCIATION. 

AMENDED this 21st day of May, 1987, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 24th day of September, 1987, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 19th day of November, 1987, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 21st day of July, 1988, at a duly called meeting of the Board of Directors of the BETHLEHEM 


32

AMENDED this 19th day of January, 1989, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 16th day of February, 1989, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 17th day of December, 1992, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 20th day of June, 1996, at a duly called meeting of the Board of Directors of the BETHLEHEM 


AMENDED this 18th day of November, 1997 at a duly called meeting of the Board of Trustees of the BETHLEHEM 


AMENDED this 20th day of February, 2001 at a duly called meeting of the Board of Trustees of the BETHLEHEM 


AMENDED this 17th day of September, 2002 at a duly called meeting of the Board of Trustees of the BETHLEHEM 


AMENDED this 21st day of January, 2003 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 4th day of February, 2004 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 20th day of July, 2004 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 15th day of May, 2008 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 20th day of July, 2010 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 21st day of February, 2012 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 15th day of May, 2012 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 15th day of January, 2013 at a duly called meeting of the Board of Trustees for ArtsQuest. 


AMENDED this 24th day of November, 2015 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 19th day of December 2016 at a duly called meeting of the Board of Trustees for ArtsQuest. 

AMENDED this 27th day of November, 2018 at a duly called meeting of the Board of Trustees for ArtsQuest. 


SECRETARY 

00330255(V3).DOC 

33

GOVERNANCE COMMITTEE RESPONSIBILITIES 

This committee is responsible for working with the boards to establish skill sets needed for prospective board 

members; identify and cultivate prospective board members; evaluate and make recommendations for the 

re-nomination of board members at the end of their terms. In addition, the Governance Committee is responsible 

for periodic reviews of the by-laws to assess for relevancy and standards, recommending changes to the Trustees 

as appropriate. The committee also monitors the communication capacity and process assuring availability of 

information to Board members so that they can maximize their participation in the organization. 

Recommend prospective board members: 

1. Survey Boards to determine specific qualifications sought to maximize the strength of each Board. 

2. Review self-nominations from ArtsQuest website and other sources to match candidates to 

qualifications and skill sets needed. 

3. Meet with qualified prospective Board members and make recommendations to appropriate 

Boards to fill openings. 

4. Maintain prospect file. 

Evaluate and make recommendations for re-nomination of eligible Board members: 

1. Review members to determine eligibility according to by-laws for an additional term. 

2. Review member’s attendance record for Board and Committee meetings. 

3. Obtain feedback from Board Chair and Staff Liaison whether members bring the skills and 

expertise appropriate for the Board, participate actively and make meaningful contributions. 

4. Review financial and volunteer support to the organization. 

Review by-laws for relevancy and standards and make recommendations for appropriate changes to Board of 

Trustees. 

1. Conduct a review of bylaws and examine any recommendations received from members no less 

than every two years. 

2. Keep abreast of any legal changes that may need to be implemented. 

3. Investigate any alleged violations of the by-laws and alert appropriate authorities of any possible 

infractions to take appropriate action. 

Monitor the communication capacity and process assuring availability of information to Board members so that 

they can maximize their participation in the organization. 

1. Assure new Board members receive by-laws, conflict of interest policy, description of their Board 

responsibilities and applicable policies. 

2. Communicate obligations of Board members regarding support and participation. 

3. Serve as a resource in regard to opportunities to serve the organization. 

4. Be an advocate for inclusion and transparency. 

Monitor issues of nonparticipation or violations of Board policies for members. 

1. Notify members who are not fulfilling their obligations to their Boards. 

2. Along with Board Chair, act to correct situations, including asking for a member’s resignation if 

obligations are not met. 

3. Investigate complaints by Board members or outside entities regarding individual Board members 

and recommend appropriate action. 

34

Assist Boards in evaluation of Board members and their efficacy and contributions. 

1. Provide Boards with an effective mechanism for evaluating performance on a continuing basis (full 

Board and individual members). 

2. Provide mechanism to evaluate the performance of the full Board on a regular basis, as well as the 

performance of its subsidiary Boards and Committees. 

Assist Boards in planning for the departure of members and the designation of new board members 

1. Determine a plan to fill expiring terms with appropriate candidates. 

2. Recommend and establish procedures for the retirement or replacement of board members, such 

as term limits, a requirement that members who change their primary employment tender a board 

resignation, and obligations to support the organization. 

Assist Boards with Management Succession Planning for the President & CEO and key management. 

1. Identify, and periodically update, the qualities and characteristics necessary for an effective 

President & CEO. 

2. Assure the development and progression of potential internal candidates. 

3. Prepare for contingencies such as the departure, death or disability of the President & CEO or other 

top executives, in the event of an untimely vacancy. 

4. Recommend an emergency succession plan to facilitate the transition to both interim and longer 

term leadership. 

35

CONFLICTS OF INTEREST GUIDELINES 

In order to safeguard the activities and assets of ArtsQuest, all ArtsQuest Trustees, Directors, Officers, Employees 

and Volunteers (a.k.a. “Representatives”) should not have interests in outside businesses which conflict or appear 

to conflict with their ability to act and make independent decisions. Representatives should conduct their 

business affairs in an ethical manner so that no conflict of interest, real or implied, could be construed. A conflict 

of interest occurs when an employee’s actions favor his or her personal interests rather than those of the 

Organization. ArtsQuest Representatives should avoid any situation which involves or may involve a conflict 

between their personal interests and the interests of ArtsQuest. 

A Representative is considered to have an interest in an outside business if he/she or any member of his/her 

immediate family holds an ownership in the business or its property; furnishes goods or services to the business; 

is a creditor, employee, agent, officer, director or consultant of the business. Outside businesses include any 

person, firm, corporation, or government agency that sells or provides a service to, purchases from, or competes 

with ArtsQuest. 

As in all other facets of their duties, ArtsQuest Representatives dealing with the public, customers, suppliers, 

contractors, competitors, sponsors, donors, members or any person doing or seeking to do business with the 

Organization are to act in the best interest of ArtsQuest. Each Representative shall make prompt and full 

disclosure in writing to their Board or Committee Chair, Executive Management, Human Resources or Finance, of 

any potential situation which may involve a conflict of interest. Such conflicts include but are not limited to: 

• Accepting fees, gifts or outside employment that directly interferes with or is in direct conflict or 

competition with ArtsQuest. 

• Receiving personal gifts or loans from third parties dealing with ArtsQuest such as vendors, 

dealers, donors, sponsors, members or artists. Personal receipt of any gift of more than nominal 

value ($100) should be courteously refused. No personal gift of money should ever be solicited or 

accepted. The term “gifts” could apply not only to material items, but works of art, intellectual 

property, and discounts on personal purchases greater than those afforded to the public, member 

or staff. When in doubt about receipt of a gift, the Representative has an obligation to disclose the 

circumstances surrounding the gift as described above. 

• Ownership by employee or by a member of their family of a significant interest in any outside 

enterprise which does or seeks to do business with or is a competitor of the Organization. Owning 

stock, debt or interest in another third party entity or organization doing business with ArtsQuest. 

• Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an 

outside enterprise which does or is seeking to do business with or is a competitor of the 

Organization. Exceptions to this can only be approved by the President and CEO of ArtsQuest. 

• Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions 

involving or potentially involving the Organization or its interests. 

• Receiving remuneration for services with respect to individual transactions involving ArtsQuest. 

• Using ArtsQuest time, personnel, information, equipment and supplies other than for approved 

ArtsQuest activities, programs and purposes. Any use for personal gain or to the detriment of the 

organization is strictly prohibited. 

• Any information about ArtsQuest’s programming, marketing, finances and operations not meant to 

be readily available to the public is considered proprietary and is not to be shared. 

• Involvement in any other arrangements or circumstances, including family or other personal 

relationships, which might dissuade the Representative from acting in the best interest of the 

Organization. 

36

Duty to Disclose a Conflict of Interest 

The examples outlined above are not meant to be all inclusive or exhaustive in nature. If you suspect any 

potential conflict of interest or have questions about a possible conflict of interest, talk with your Board or 

Committee Chair, Sr. Leadership, Finance or Human Resources as soon as is possible. Failure to do so may result 

in removal from the Board or Committee, or in the case of Officers, Directors or Staff, disciplinary action up to and 

including termination of your employment. 

Procedures for Addressing a Conflict of Interest 

Trustees or Volunteers: 

1. A person suspecting a conflict of interest may make a presentation at a Board of Trustees or 

Committee Meeting. After the presentation, he or she shall leave the meeting during the discussion 

of, and the vote on, the arrangement to handle the potential conflict of interest. 

2. If necessary, the chair of the Board of Trustees or Committee shall, if appropriate, appoint a 

disinterested person or committee to investigate alternatives to the proposed transaction or 

arrangement. 

3. After exercising due diligence, the Board of Trustees or Committee shall determine whether the 

organization can obtain, with reasonable efforts, a more advantageous arrangement from a person 

or entity that would not give rise to a conflict of interest. 

4. If a more advantageous arrangement is not reasonably possible to prevent a conflict of interest, 

the Board of Trustees or Committee shall determine by a majority vote of the disinterested parties, 

whether or not the transaction is in the best interest of the organization, and whether it is fair and 

reasonable. The Board or Committee will then determine whether to enter into the arrangement. 

Directors, Officers, or Employees 

1. If the organization’s management has reason to believe that an employee has a conflict of 

interest, it shall inform the employee of the basis for such belief and provide the employee the 

opportunity to explain their actions. 

2. Issues will be addressed on a case by case basis with at least 3 Directors, Officers or Employees. 

If a decision cannot be reached using this method, the decision will be communicated to the 

President and CEO and then to the employee. Issues that cannot be addressed objectively through 

this method will be further addressed with the President and CEO and the Board of Trustees Chair 

until a resolution has been reached. 

All Representatives are required to review, and disclose any potential conflicts of interest, if applicable, and sign 

the Conflicts of Interest Guidelines Statement acknowledging receipt, understanding of, and consent to follow said 

guidelines when beginning their relationship with ArtsQuest or when the guidelines are updated or revised. 

37

CONFLICTS OF INTEREST STATEMENT 

AND ACKNOWLEDGEMENT 

This is to certify that I have been presented with a copy of the ArtsQuest Conflicts of Interest Guidelines of and 

that I have read them, understand them and agree to follow the guidelines outlined therein. 

I am not aware of any relationship or interest or situation involving my family or myself that might result in, or 

give the appearance of being, a conflict of interest between my family member and/or myself on one hand and 

ArtsQuest on the other. Initials_____ 

Or 

The following are relationships, interests, or situations involving me or a member of my family that I consider 

might result in or appear to be an actual, apparent, or potential conflict of interest between my family member 

and/or myself on one hand and ArtsQuest on the other. Initials_____ 

Corporate (either non-profit or for-profit) directorships, positions, and employment: 

Memberships in the following organizations: 

Contracts, business activities, and investment(s) with or in the following organizations: 

Other relationship or activities: 

My primary business or occupation at this time is: 

I shall advise my Board or Committee Chair, Manager, Sr. Leadership, Finance or Human Resources of any 

relationship that may arise in the future that should be disclosed. 

Signature of Acknowledgement Name (please print) Date 

PLEASE ACKNOWLEDGE RECEIPT AND ACCEPTANCE OF THESE GUIDELINES BY SIGNING THIS FORM AND 

RETURNING IT TO HUMAN RESOURCES, JOANN LEE OR COURTNEY ANGLE. 

THANK YOU 

38

CODE OF CONDUCT AND ETHICS GUIDELINES 

Overview 

ArtsQuest’s Code of Conduct and Ethics (the “Code”) represent guidelines for its Trustees, Directors, Officers, 

Employees and Volunteers, (including the ArtsQuest Foundation and the Friends of the Levitt Pavilion) acting in 

any capacity for ArtsQuest (the “Representatives”), to observe the highest standards of both business and 

personal conduct and ethics in the execution of their daily responsibilities connected with the Organization. It is 

critical that we uphold these high standards in order to deliver the most exceptional experiences to both our 

internal and external customers. As Representatives of ArtsQuest, it is expected that we practice respectful 

behavior, honesty and integrity in fulfilling our responsibilities and comply with applicable laws and regulations. 

Integrity is one of the fundamental values to which ArtsQuest is committed in carrying out its mission. Integrity is 

the foundation for our business whose success depends upon our compliance with the highest legal and ethical 

standards and our stellar reputation within the communities we serve. 

Reporting Responsibility 

It is the responsibility of all ArtsQuest Representatives to comply with the Code and to report violations or 

suspected violations in accordance with these guidelines. 

If you are in a leadership position, more is expected of you in your role: 

• Lead by example and exemplify the highest standards of ethical business conduct. 

• Help create a work environment that focuses on building relationships, recognizes effort and values 

mutual respect and open communication. 

• Be a resource for others. Be visible, proactive and create an environment where everyone feels 

comfortable asking questions and reporting potential violations of the Code. 

Responsibility to Communicate 

Each time this and other policies are modified or updated, it is ArtsQuest’s intent to communicate any changes 

and re-issue or publish them and wherever applicable, to obtain any required acknowledgements of receipt. 

Questionable Conduct 

Violating relevant laws, regulations, or the Code or encouraging others to do so is not only wrong, but also 

exposes ArtsQuest to liability and puts its reputation at risk. The following list is not all-inclusive, and is only 

representative of the kinds of improprieties that should be avoided and/or reported: 

• Displaying disrespectful, inappropriate or unprofessional behavior toward staff, volunteers, 

sponsors, donors, members or patrons. 

• Fraudulent financial reporting or misrepresentation; supplying false or misleading information on 

• ArtsQuest’s financial or other public documents, including its Form 990. 

• Providing false or incomplete information to or withholding requested information from 

• ArtsQuest’s Board or Auditors. 

• Destroying, altering, mutilating, concealing, covering up, falsifying, or making a false entry in any 

record that may be connected to an official proceeding, in violation of federal or state law or 

regulations. 

• Forgery, alteration, manipulation or concealment of documents or computer files, or attempting to 

do so, with the intent to impair the document’s availability for use in an official proceeding or 

otherwise obstructing, influencing, or impeding any official proceeding, in violation of federal or 

state law or regulations. 

• Embezzling, theft or misuse of Organization funds or assets for personal or other financial gain. 

• Willingly abusing drugs, alcohol or other controlled substances while acting as a Representative of 

the Organization. 

39

• Deliberately causing unsafe working conditions, or the deliberate creation of a hazardous 

environment for our staff, volunteers, patrons or the community. 

• Disclosure of confidential information obtained in the normal course of a business relationship with 

ArtsQuest that is not intended for sharing with anyone other than its Representatives. 

• Disclosure of information regarding staff, current and former, as well as job applicants, business 

partners, volunteers, sponsors, donors, members or patrons. 

• Misappropriation or misuse of ArtsQuest’s resources, such as funds, supplies, facilities, technology, 

equipment or other assets for any use other than a primary business purpose. 

• Requesting payments to outside 3rd parties, vendors, or staff without the proper pre-authorization 

per our finance policies and guidelines. 

• Making a payment to any government official using organization funds or resources, while on 

organization time, without prior approval, except in the case where a relationship is independent of 

the business. 

• Lobbying on behalf of the organization without the proper authority or prior approval to do so. 

• Authorizing or receiving compensation for goods not received or services not performed. 

• Authorizing or receiving compensation for hours not worked. 

• Acting as a spokesperson for the organization with the media without the authority or approval to do 

so. All inquiries regarding the Organization should be referred to our Sr. Director of 

Communications. 

• Engaging in fraud, misrepresentation or deception to obtain confidential information about other 

organizations or using invasive technology to “spy” on others. 

• Entering into any contract or agreement on behalf of the organization without the proper level of 

authority or approval or for personal gain or benefit. 

• Failure to reasonably cooperate in internal or external audits and investigations. 

• Failure to disclose a violation of local, state or federal law that directly impacts employment or 

impedes on the organization’s reputation. 

• When engaged in ArtsQuest responsibilities, Representatives should not distribute flyers, buttons, 

literature or other hand-outs for other organizations or causes or solicit contributions to other 

organizations or causes, unless such practice is expressly permitted by ArtsQuest at such an event. 

Charitable Contributions 

Charitable donations may be made by our representatives voluntarily and based on an individual’s capacity for 

giving. ArtsQuest itself receives hundreds of solicitations for donations each year, and while we want to support 

the greater Lehigh Valley, especially other non-profit organizations, we cannot accommodate all of the requests. In 

order to extend our philanthropic reach, ArtsQuest provides donations, at its discretion, to non-profit 

organizations that are supported directly by ArtsQuest employees and Board Members. We do not offer monetary 

donations to employee-sponsored events or causes on behalf of ArtsQuest. Please see our Non-Profit 

Contributions Policy for more detail. 

Acceptance of Gifts 

ArtsQuest expects that its Representatives should avoid any actions that create a perception that favorable 

treatment of outside entities by ArtsQuest was sought, received or given in exchange for business courtesies. 

Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons 

or companies with whom ArtsQuest does or may do business. We will neither give nor accept business 

courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that 

would violate law, regulation, polices or guidelines of ArtsQuest or would cause embarrassment or reflect 

negatively on ArtsQuest’s reputation. 

40

Reporting Violations 

ArtsQuest has an open-door policy and suggests that Representatives share their questions, concerns, 

suggestions, or complaints with someone who can address them properly. In most cases, the Representative’s 

Manager or Leader is in the best position to address an area of concern. However, if the Representative is not 

comfortable speaking with his/her Manager or Leader and/or is not satisfied with his/her Manager’s or Leader’s 

response, the Representative is encouraged to speak with the Vice President of Human Resources, the Vice 

President of Finance or President and CEO or anyone in Management to whom the Representative is comfortable 

approaching for guidance in resolving the matter. 

When one is not satisfied with the outcome of such communications, or a Representative is uncomfortable 

following the chain of command, individuals should make a formal complaint to ArtsQuest’s Compliance 

Officer(s). At any point a Representative may present a complaint regarding the matter to the ArtsQuest 

Compliance Officer(s). 

Compliance Officers 

The ArtsQuest Compliance Officers are the Vice President of Human Resources and the Vice President of Finance. 

The Compliance Officers are initially responsible for investigating and resolving reported complaints and 

allegations concerning violations of the Code and, at his or her discretion, shall advise the President and CEO as 

to a course of action. The matter may be referred to the Audit and Finance Committee or Human Resources 

Committee of the Board of Trustees for action in accordance with provisions of this Code, as stated below. The 

Compliance Officers have direct access to the Audit and Finance Committee and the Human Resources Committee 

and are expected to report to the Audit and Finance Committee and Human Resources Committee at least 

annually on compliance activity. 

How to Report Concerns or Complaints to Compliance Officers 

Representatives and others may communicate suspected violations of this Code of Conduct and Ethics, 

applicable law, or other wrongdoing or alleged retaliation by contacting ArtsQuest’s Compliance Officers: VP of 

Human Resources and/or VP of Finance. 

If the reported violation involves the Compliance Officer to whom the report would normally be made or the 

President and CEO, Representatives can make a report by contacting either the Board Chair or the Chair of the 

Audit and Finance Committee or the Chair of the Human Resources Committee. Their names and phone numbers 

are posted on ArtsQuest’s Extranet and website or can be obtained from the Director of the Office of the President 

and CEO. 

If one wishes to remain anonymous, it is not necessary that the complainant give their name or position in any 

notification. 

Whether or not the Representative identifies him/herself, in order to conduct a proper investigation, please 

provide ArtsQuest with as much information as you can, sufficient to conducting a proper investigation, including 

where and when the incident occurred, names and titles of the individuals involved, and as much other detail as 

can be provided. 

Rights and Responsibilities 

Representatives are required to report suspected violations of this Code to the appropriate person(s) listed above. 

Reasonable care should be taken in dealing with suspected misconduct to avoid baseless allegations, premature 

notice to persons suspected of misconduct and/or disclosure of suspected misconduct to others not involved with 

the investigation and violations of a person’s rights under the law. 

41

Due to the important yet sensitive nature of the suspected violations, effective professional follow-up is critical. 

Representatives, while appropriately concerned about “getting to the bottom” of such issues, should not under 

any circumstances perform any investigative or other follow up steps on their own. Accordingly, a Representative 

who becomes aware of suspected misconduct: 

• Should not contact the person suspected to further investigate the matter or demand restitution. 

• Should not discuss the case with attorneys, the media, or anyone other than the Vice President of 

Human Resources, Vice President of Finance or the President and CEO. 

• Further, it is recommended that a Representative not report the case to a law enforcement officer 

without first discussing the case with the Vice President of Human Resources, Vice President of 

Finance or the President and CEO. No adverse action will be taken against a Representative who in 

good faith makes a report to law enforcement. 

ArtsQuest is committed to cooperating with any investigations or other government inquiries and takes seriously 

any investigation or review. As such, you are expected to fully cooperate with all investigations that are requested 

by the Organization. If you receive inquiries from any government or law enforcement official, you are expected to 

respond in an honest and timely manner. Before responding, please speak with your supervisor or the Vice 

President of Human Resources, Vice President of Finance or the President and CEO. 

Handling of Reported Violations 

The Compliance Officer(s) (or Board committee where appropriate) will notify the person submitting a complaint 

and acknowledge receipt of the reported violation or suspected violation within 5 business days. 

Any complaints, including suspected but unproved matters, will be promptly, as reasonably possible, reviewed 

and investigated by the Compliance Officers, and/or the Audit and Finance Committee and Human Resources 

Committee, as appropriate. Appropriate corrective action will be taken, if necessary, and findings will be 

communicated to the reporting person and his or her supervisor, if applicable. The Compliance Officer(s) are 

responsible for retaining records of all complaints, investigations and actions taken in response thereto. 

Investigations may warrant investigation by independent persons such as auditors and/or attorneys. 

Accounting and Auditing Matters 

The Audit and Finance Committee of the Board shall have responsibility for any complaints regarding corporate 

accounting practices, internal controls, or auditing. The Compliance Officer(s) shall immediately notify the 

Audit and Finance Committee, as reasonably as possible, of receipt of any such complaint and promptly report 

the result of the investigation and remedial action taken, if any. At any point, the Compliance Officer(s) may refer 

the matter to that committee or the Chair of the committee may direct that the committee take direct control of the 

matter. When a complaint is made directly to the committee, upon review, it may elect to refer the matter to the 

appropriate Compliance Officer for investigation and/or corrective action. 

Conflict of Interest, Anti-Harassment or Equal Employment Opportunity Matters 

The Vice President of Human Resources has responsibility for any complaints involving staff. The Vice President 

of Human Resources will work with the President and CEO and legal counsel on any such complaint when 

warranted. When a complaint is made directly to the committee, the committee will refer the matter to the Vice 

President of Human Resources for investigation and/or corrective action. 

Acting in Good Faith 

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith 

and have reasonable grounds for believing the information disclosed indicated a violation of the Code. Any 

allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be 

false will be viewed as a serious disciplinary offense and may result in termination of his/her relationship with the 

organization. 

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Whistleblower Protection and Confidentiality 

ArtsQuest will use its best efforts to protect any Representative filing a complaint against retaliation. Any 

complaints will be handled with sensitivity, discretion, and confidentiality to the extent allowed by the 

circumstances and the law. 

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be 

submitted anonymously. Report of violations or suspected violations will be kept confidential to the extent 

possible, consistent with the need to conduct a thorough investigation, determine the course of action to be taken 

based on the results of the investigation, and in appropriate cases, discussed with law enforcement personnel or 

attorneys. Should disciplinary or legal action be taken against a person or persons as a result of a whistleblower 

complaint, such person may also have the right to know the identity of the complainant. 

No Retaliation 

These guidelines are intended to encourage and enable Representatives and others to raise serious concerns 

within the Organization prior to seeking resolution outside the Organization. No Representative who in good faith 

reports a violation of the Code, or participates in an investigation of such violation, even if the report is 

mistaken, shall suffer harassment, retaliation, or adverse employment consequences. A Representative who 

retaliates against someone who has reported a violation in good faith is subject to disciplinary action up to and 

including termination of their relationship with the Organization. Retaliation in any form will not be tolerated. 

Representatives who believe that they have been subject to retaliation may file a written complaint with the 

Compliance Officers, President and CEO or Chair of the Human Resources Committee. Any complaint of retaliation 

will be promptly investigated and appropriate corrective measures will be taken if allegations of retaliation are 

substantiated. 

Consequences of Proven Misconduct 

Actions of misconduct that have been proven to have violated these guidelines will result in disciplinary action 

up and including termination of the Representatives’ relationship with the organization. If actions of misconduct 

are proven to have not only violated company guidelines or practices but have violated the law, the appropriate 

authorities will be contacted and ArtsQuest will cooperate to the best of its ability with those authorities in their 

investigation. 

Disclaimer 

The organization has the right to interpret, modify, amend, in whole or in part, in its sole discretion, this policy in 

any manner at any time for any purpose provided it does not conflict with applicable local, state or federal law. 

This policy does not constitute a contract or promise of employment, but serves as a guideline for appropriate 

conduct for its representatives. 

Code of Conduct and Ethics Policy 

Acknowledgement of Receipt 

Signature of Acknowledgement Name (please print) Date 

PLEASE ACKNOWLEDGE RECEIPT AND ACCEPTANCE OF THESE GUIDELINES BY SIGNING AND DATING THIS 

FORM AND RETURNING IT TO THE APPROPRIATE PERSON FOR OUR RECORD KEEPING PURPOSES: 

Vice President of Human Resources (Staff Members) 

Director of the Office of the President and CEO (Board and Committee Members). 

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POLICY ON POLITICAL ACTIVITY 

ArtsQuest is a non-profit organization whose mission is to be an international model for providing access to 

exceptional artistic, cultural and educational experiences promoting individual and community creativity, 

enlightenment and fulfillment. ArtsQuest does not engage in supporting candidates for public office nor does it 

authorize any employees to engage in such activity on behalf of the organization. Because ArtsQuest operates 

two cultural campuses and the annual Musikfest festival, for which it uses a combination of private property and 

public property, we offer the following guidance for candidates and their supporters who seek to solicit support at 

ArtsQuest events and activities. 

ArtsQuest Property: The Banana Factory Arts Center, including the parking lot and the landscaped terraces 

adjacent to the building, the ArtsQuest Center at SteelStacks®, including the portion of the Air Products Town 

Square in front of the ArtsQuest Center and PNC Plaza, are properties that are owned by ArtsQuest. On these 

properties candidates and their supporters are prohibited from soliciting, handing out literature or conducting 

any other activity that supports a candidate or a cause (political activity). Space may not be used for Fundraising 

or other events for candidates or political entities at any ArtsQuest property, except the Banana Factory. Banana 

Factory space is made available to political candidates or organizations on the same terms and conditions as it is 

to other non-charitable organizations. 

Public Property: SteelStacks Plaza, The Bethlehem Visitors Center and the Levitt Pavilion SteelStacks are owned 

by the Redevelopment Authority of the City of Bethlehem, but leased on a long term lease to ArtsQuest. During 

Musikfest ArtsQuest leases certain parks and streets from the City of Bethlehem. During Musikfest, a fixed location 

for freedom of expression is offered at no cost. In common areas, the distribution of literature protected by the 

First Amendment and the making of public statements protected by the First Amendment will be permitted 

subject to the following conditions: 

1. The following activities are prohibited: 

• Use of tables, chairs, stands or blocking of streets, sidewalks or access ways; 

• Use of sound amplification systems; 

• Disruption of the activities of patrons, vendors, performers or scheduled programs; 

• Continuing solicitation of individuals who do not wish to be engaged; 

• Accessing any stages; 

• Political activities within areas restricted to ticketholders for specific performances/exhibits 

2. ArtsQuest shall be given at least 10 days notification of intent to solicit, location of the solicitation 

and time. 

3. Use of common areas of public property may require a permit issued by the City of Bethlehem. 

4. Distribution of literature promoting or attempted sales of commercial products or services is prohibited 

except by licensed vendors. 

Third party private property: Many of the sites of Musikfest are located on the property of third parties. Except in 

unusual circumstances, such properties are leased to ArtsQuest solely for the purposes of particular ArtsQuest 

programs not including political activities and political activity is not permitted. 

44

CONTENTS OF TOOL KIT 

ArtsQuest Board Nomination Form 

Welcome to the Board Letter 

46 

48 

45

ARTSQUEST BOARD NOMINATION INFORMATION 

CONTACT INFORMATION 

Please fill out your contact information below. 

First Name* 

Home Phone* 

Last Name* 

Work Phone* 

Address Line 1* 

Email* 

Address Line 2 

City* 

State* 

Zip Code* 

Place of Employment* 

Job Title* 

Skills or Expertise appropriate for board position:* 

46

Current Involvement with ArtsQuest* 

Other non-profits boards served on (past or current): 

Date available for service: 

Person Recommending: 

If not self, has the candidate expressed an interest in serving? 

Yes 

No 

Board recommended for: 

Attach Resume 

47

Welcome to the _________________ Board Letter 

Dear , 

On behalf of ArtsQuest I am pleased to share that the Board of Trustees has 

unanimously approved your nomination to the _______ Board with a term ending January 

____. 

Please take a moment to review the enclosed Conflict of Interest Policy and 

Acknowledgement and the Code of Conduct and Ethics Policy. I am requesting you provide 

the signed Conflict of Interest Acknowledgement and Code of Conduct and Ethics 

Policy to Joann Lee at jlee@artsquest.org at your earliest opportunity. An emailed copied 

is sufficient. 

On behalf of your fellow board members, please accept our gratitude for your 

service to ArtsQuest. Both your peers on the board, the staff, and community 

appreciate and value your leadership in bringing access to the arts to the people of the 

Lehigh Valley and our guests. 

Sincerely yours, 

 

Chair 

 

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ArtsQuest Board Governance Manual

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