ArtsQuest Board Governance Manual

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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
Page 1 and 2: BOARD GOVERNANCE MANUAL Adopted: Oc
Page 3 and 4: ArtsQuest Organizational Chart Arts
Page 5 and 6: DESCRIPTION OF BOARDS & COMMITTEES
Page 7 and 8: Term (At-Large Trustees): Trustees
Page 9 and 10: Conflict of Interest ArtsQuest Foun
Page 11 and 12: advising staff with regard to visua
Page 13 and 14: in advising staff with regard to pe
Page 15 and 16: Conflict of Interest ArtsQuest main
Page 17 and 18: programming by assessing the risks
Page 19 and 20: FRIENDS OF THE LEVITT PAVILION STEE
Page 21 and 22: After presentation of the slate by
Page 23 and 24: 3.17. Quorum of Trustees. A majorit
Page 25 and 26: ArtsQuest Performing Arts Board the
Page 27: (G) Notice of Program Board Meeting
Page 31 and 32: easonable satisfaction of such pers
Page 33 and 34: AMENDED this 19th day of January, 1
Page 35 and 36: Assist Boards in evaluation of Boar
Page 37 and 38: Duty to Disclose a Conflict of Inte
Page 39 and 40: CODE OF CONDUCT AND ETHICS GUIDELIN
Page 41 and 42: Reporting Violations ArtsQuest has
Page 43 and 44: Whistleblower Protection and Confid
Page 45 and 46: CONTENTS OF TOOL KIT ArtsQuest Boar
Page 47 and 48: Current Involvement with ArtsQuest*

ArtsQuest Board Governance Manual

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