ArtsQuest Board Governance Manual

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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