ArtsQuest Board Governance Manual
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ARTSQUEST BYLAWS<br />
BYLAWS OF ARTSQUEST<br />
A NONPROFIT CORPORATION<br />
ARTICLE I<br />
INTRODUCTORY<br />
1.01. Definition of Bylaws. These Bylaws are adopted by ARTSQUEST (“Corporation”) for the regulation and<br />
management of its affairs.<br />
1.02. Purpose and Powers. This Corporation will have the purposes and powers that may be stated in its Articles<br />
of Incorporation, and such powers as are now or may be granted hereafter by the Nonprofit Corporation<br />
Law of 1988 of the Commonwealth of Pennsylvania, or any successor legislation.<br />
ARTICLE II<br />
OFFICES<br />
2.01. Principal and Branch Offices. The principal place of business of this Corporation in Pennsylvania will be<br />
located at 25 W. Third Street, Bethlehem, Pennsylvania 18015. In addition, the Corporation may maintain<br />
other offices as its business requires.<br />
2.02. Location of Registered Office. The location of the registered office of this Corporation is 25 W. Third Street,<br />
Bethlehem, PA 18015. Such office will be continuously maintained in the Commonwealth of Pennsylvania for the<br />
duration of this Corporation. The <strong>Board</strong> of Trustees may from time to time change the address of its registered office<br />
by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.<br />
ARTICLE III<br />
TRUSTEES<br />
3.01. Definition of <strong>Board</strong> of Trustees. The <strong>Board</strong> of Trustees is that group of individual adult persons vested with<br />
the management of the business and affairs of the Corporation.<br />
3.02. Number of Trustees. The number of Trustees of this Corporation shall not exceed twenty one nor be less<br />
than eighteen.<br />
3.03. Selection and Election of Trustees. The Trustees shall be in four categories:<br />
(A) At-Large Trustees: There shall be at least thirteen but not more than sixteen At-Large Trustees. At-<br />
Large Trustees shall be elected annually at a fourth quarter meeting, hereinafter referred to as the Annual<br />
Meeting, the date of which shall be mutually agreed upon between the Chair and President. The At-Large<br />
Trustees shall serve a term of three years and may, beginning with the Special Reorganization meeting<br />
described in Section 3.06 serve up to a maximum of three consecutive full terms or a total of eleven<br />
consecutive years if they are elected to fill a one year or two year vacancy. The At-Large Trustees shall be<br />
elected in three groups so that each year the <strong>Governance</strong> Committee shall select and nominate at least<br />
four but not more than six candidates to serve on the <strong>Board</strong> of Trustees for a three-year term, and if the<br />
<strong>Governance</strong> Committee so desires, it shall nominate candidates to fill vacancies in the other two groups<br />
to serve until those groups’ respective three-year terms terminate. The names of these nominees together<br />
with their qualifications should be submitted to the <strong>Board</strong> of Trustees in writing at least seven days prior to<br />
the Annual Meeting.<br />
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