ACWORTH ARTS ALLIANCE LLC
1.1 Formation. The Corporation was formed by the execution and delivery of the Articles of Incorporation to the Secretary of State of Georgia in accordance with the provisions of the Code.
1.2 Name. The name of the Corporation is "Acworth Arts Alliance LLC (AAA)"
1.3 Principal Place of Business. The principal place of business of the Corporation within the State of Georgia is the Art in the Park House located on 4425 Logan Road in Acworth. The Corporation may locate its places of business and registered office at any other place or places as the Board may from time to time deem advisable.
1.4 Registered Office and Registered Agent. The Corporation's initial registered office shall be at the office of its registered agent at 4572 Northside Drive in Acworth Ga 30101 and the name of its initial registered agent at such address is Tommy Allegood. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of Georgia pursuant to the Code and the applicable rules promulgated thereunder.
1.5 Nonprofit Corporation. The Corporation shall be organized and operated as a 501(c)3 nonprofit corporation under the provisions of the Internal Revenue Code, IRC and terms of approval from the Internal Revenue Service, IRS.
1.6 Term. The term of the Corporation commenced on the effective date of 1/13/2016 when the Articles of Incorporation were filed with the Secretary of State of Georgia and shall continue in existence perpetually unless the Corporation is dissolved and its affairs wound up in accordance with the Code or these Bylaws.
PURPOSE AND BUSINESS
2.1 Purpose and Business of the Corporation. The business and purpose and mission of the Corporation shall be:
2.1.1 The mission of the Acworth Arts Allowance LLC (AAA) is to promote and support the advancement of art and artistic education in the greater Acworth community. The AAA strives to achieve advancement of art and its culture through many educational programs and the display of diverse art from many local artist.
2.1.2 Acworth Arts Alliance LLC (AAA) will exercise all powers that may be exercised legally by nonprofit corporations under the Code and engage in any lawful business, purpose or activity in which a nonprofit corporation may be engaged under the Code.
BOARD OF DIRECTORS
3.1 Management. Corporate Power and Authority. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, a board of directors (the "Board of Directors"), subject to any limitation set forth in the Articles of Incorporation, or a provision of these Bylaws approved by the Directors, as the same are now enacted or hereafter amended by the Directors.
3.2 Organization and Operation of the Board of Directors.
3.2.1 Founding Board Directors . There are five founding Board of Directors (Directors) that organized and began operations of the AAA as the 501 (c)3 non-profit, they are
Tommy Allegood, 4572 Northside Drive, Acworth GA 30101
Carol Allegood, 4572 Northside Dirve, Acworth GA 30101
Jeff Green, 905 Grandview Way, Acworth GA 30101
Cathy Green, 905 Grandview Way, Acworth GA 30101
Ellen Kennerly, 506 Windcroft Circle NW, Acworth, GA 30101
Lynn Edwards, Acworth, GA 30101
3.2.1 Qualifications and Number. Members of the Board of Directors (each a "Director") shall be natural persons who are at least eighteen (18) years of age. A Director needs to be a resident of the State of Georgia. The Board of Directors shall begin with seven (7) Directors with a maximum of (11) of Directors that may serve at any one time.
3.2.2 Consent for the Board of Directors. Approval for additional Directors will require a unanimous consent of the Directors.
3.2.3 Election and Term of Directors. The 5 Founding Directors shall nominate 2 Directors to fill out the Board to 7 Directors. Directors may serve on the Board of Directors for 2 years terms and may serve consecutive terms with unanimous consent by Board of Directors.
3.2.4 Term and Successor Directors. A Director shall hold office until the first to occur of the following:
22.214.171.124 Directors Term expires and the Director decides not continue.
126.96.36.199 Director may be removed by the Board of Directors for any reason, with or without cause. Any such removal shall be effective with the unanimous consent of the Directors and subsequent written notice given by letter or email to the Director being removed.
188.8.131.52 Resignation by the Director with no less than ten (10) days' written notice to the other Directors. The Board of Directors may replace the resigned Director for the period of the unexpired term of the resigned Director.
184.108.40.206 The death of a Director shall be reason for the Board of Directors to replace that Director with a new Director for the period the unexpired term.
3.3.2. Time. Duties and Other Activities of Directors. Directors shall devote whatever time, effort and skill as each reasonably believes is required to fulfill such Director's obligations under these Bylaws and shall act in a manner the Board of Directors determines, in good faith, to be in the best interests of the Corporation and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Directors may engage or invest in, and devote their time to, any other business venture or activity of any nature and description (independently or with others). Each Director acting on his or her own behalf may engage in whatever activities such Director chooses without having or incurring any obligation to offer any interest in such activities to the Corporation.
3.3.3 Chairman and Vice Chairman of the Board. The Board of Directors shall
elect a Chairman of the Board and a Vice-Chairman of the Board from among the Directors, each to serve a one (I) year term. The Chairman shall act as the Chairman and Manager of the corporation (who shall be un-paid), preside at all meetings of the Board of Directors, shall be a voting member and, unless otherwise provided by law, when AAA signatures are required the Chairman or in his/her place the Vice Chairman shall sign all certificates, contracts, and other instruments of the Corporation. The Chairman shall have such other powers and duties as the Board of Directors may prescribe from time to time. In the event of the disability of the Chairman the Vice Chairman may assume those duties with consent from the Board of Directors.
The Vice-Chairman shall assist the Chairman in the performance of the Chairman's duties. The Vice Chairman shall assume the duties of the Secretary/Treasurer as well as such other powers and duties as the Board of Directors may prescribe from time to time.
3.3.4 Board of Directors Action. In any instance where any approval, election, consent, designation, vote, action or determination of the Board of Directors is expressly required or provided for in these Bylaws such Board of Directors Action ("Board of Directors Action"), may be taken either (a) at a regular meeting or special called meeting of the Board of Directors where a quorum (quorum being a majority of the Board of Directors) is present and a majority of the Directors vote is required to approve such Board of Directors Action. Each Director shall have one (I) vote.
220.127.116.11 Regular meetings of the Board of Directors shall be held at regular intervals as determined by the Board of Directors at the place designated by the Chairman or at such other place as a majority of the Directors may from time to time designate or as may be designated in the notice calling the meeting. Special called meetings of the Board of Directors may be called by the Chairman or Vice Chairman and/or two (2) Directors may submit a written request to the Board of Directors for a special called meeting which shall be held at the principal office of the Corporation or at such other place(s) as may be designated by a majority of the Board of Directors.
18.104.22.168 Notice of any meeting of the Board of Directors shall be in writing and shall be given at least twenty-four (24) hours prior to the time for such meeting. Notice may be given by email or hand delivered. Either before or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice.
22.214.171.124 At all meetings of the Board of Directors, a majority of existing Directors will constitute a quorum (Quorum for a Board of 5 is 3 for Board of 7 is 4) for the transaction of business. The acts of the majority of the Directors present and voting at a meeting at which a quorum is present shall constitute a Board of Directors Action. At any meeting of the Board of Directors, a quorum is needed to conduct business. If a quorum is not present, a meeting may take place but no Board of Directors Action may occur and the entire Board of Directors must be been given proper notice for a new meeting as provided for in the Notice Section 126.96.36.199 hereof so that Board of Directors Action can occur with quorum.
188.8.131.52 The annual meeting of the Board of Directors shall be held during the month of January commencing with the year 2018, for the purpose of appointing officers, publishing an annual progress report and the normal transaction of business at the meeting.
184.108.40.206 All meetings of the Board of Directors shall be governed by the current edition of Roberts Rules of Order and minutes taken to record the details of the meeting.
3.3.6 Compensation; Reimbursements. Except as otherwise provided herein, no Director shall receive any fees or other compensation for their services as a Director. A Director may request reimbursement by the Corporation for reasonable out-of-pocket expenses incurred in performing services as a Director and these shall be approved by the Board of Directors.
4.1 Selection of Officers. The Chairman and Vice Chairman shall be elected by the Board of Directors. The Chairman shall also act as the Manager in an un-paid capacity to avoid any conflict of interest and the Vice Chairman shall act as the officers and agents of the Corporation and shall have such authority, powers, duties, functions, and privileges as provided for herein and as the Board of Directors may determine from time to time.
4.2 Salaries and Bonds. At such time that there are full or part time employees, the Board of Directors shall fix the compensation of all employees of the Corporation.
4.3 Term. The Chairman and Vice Chairman shall hold office for one (1) year and may serve consecutive terms with a majority approval by Board of Directors Action.
4.4 Removal. The Board of Directors may remove any Officer at any time with or without cause with a majority of a Board of Directors Action.
4.5 Authority to Bind the Corporation. All contracts, agreements and other documents or instruments affecting or relating to the business and affairs of the Corporation may be executed on the Corporation's behalf only by Chairman or Vice Chairman as the officers of the Corporation with approval of Board of Directors action.
CONTRACTS AND FINANCES
5.1 Contracts. The Board of Directors shall authorize the Chairman or Vice Chairman of the Corporation to execute contracts on behalf of the Corporation. Such authority must be approved with Board of Directors action with general or confined to specific instances.
5.2 Checks. Drafts. Notes. etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by either the Chairman or Vice Chairman of the Corporation.
5.3 Deposits. All funds of the Corporation shall be deposited on a regular basis to the credit of the Corporation at such banks, trust companies, or other depositories as the Board of Directors may select.
5.4 Gifts. The Board of Directors may individually accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
5.5 Loans. The Corporation shall expressly be authorized to lend or borrow money, upon such terms as the Board of Directors deems fair and adequate with prior approval from Board of Directors action in furtherance of the purposes of the Corporation.
INDEMNIFICATION AND INSURANCE
6.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from the Corporation against expenses, including attorney fees and amounts paid in settlement, actually and reasonably incurred by him in connection with such the Board of Directors shall determine, or cause to be determined, in the manner provided under Georgia law, whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent hereafter permitted by Georgia law.
6.2 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, employees, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation.
7.1 Books and Records. The Corporation shall keep correct and complete book and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees meetings and shall be approved by the Board of Directors.
7.2 Fiscal Year; Financial Statements. The Board of Directors is authorized to fix the
Fiscal Year of the Corporation and to change the same from time to time as it deems appropriate. Fiscal Year End Financial statements shall be prepared, distributed and approved by then serving directors on an annual basis.
7.3 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Corporation's Articles of Incorporation.
7.4 Board of Directors Meeting Agenda. Board Meeting agendas will be published and distributed to all Directors 24 hours before any scheduled Board of Directors meeting.
8.1 Power to Amend Bylaws. Board of Directors with a Majority of current serving Directors shall have the power to a1ter and amend these Bylaws or adopt new bylaws.
8.2 Conditions. No amendment of these Bylaws or the Articles shall be effective unless such Board of Directors action receives the affirmative vote of with a Majority vote.
CODE OF ETHICS
9.1 Purpose. In view of the economic development duties and responsibilities of the Corporation, it is of the utmost importance that Directors and Employees strictly observe high ethical standards and refrain from participation in any consideration by the Corporation of actions where the Director or Employee has a direct or indirect conflict of financial interest, or there exists a potential for such conflict arising from the Corporation's action or proposed action, or where there would reasonably appear to be such a conflict or potential conflict.
9.2 Conflicts of Interest.
9.2.1 The Directors and Employees shall be accountable in all respects as trustees of the people, and shall represent the interest of the general public above any conflicting commitments, such as those to a close friend, family member, business associate, client, advocacy or interest group or membership on a board or staff. I
9.2.2 A conflict of interest shall exist for a Director or Employee whenever any decision or action by the Corporation would directly affect a material financial interest of the Director or Employee or of any person in the family of the Director or Employee, or has, the potential for such effect, or cause a reasonable person having knowledge of all the facts to conclude that a conflict or serious potential for conflict exists.
9.2.3 Whenever any Director or Employee in the exercise of reasonable due diligence recognizes a conflict of interest, or the existence of facts reasonably giving rise to the appearance of conflict over a matter coming before the Board of Directors for consideration, the Director or Employee shall immediately withdraw from any formal or informal consideration or discussion of the matter and disclose such matters in writing to the Board of Directors.
9.3 Misuse of Position. No Director or Employee shall use or attempt to use his or her official position to secure unwarranted privileges, personal gain or advantages for themselves or others that is not available to the general public.
9.4 Misuse of Information. No Director or Employee shall willfully disclose to any person, whether or not for personal gain, any information not generally available to members of the public that they receive or acquire by reason of their position with the Corporation.
ADOPTION OF BYLAWS
Acworth Arts Alliance was organized under the laws of the State of Georgia on January 13, 2016. These Bylaws were adopted by resolution of the Board of Directors effective