The Arts Club of Washington
By-Laws and Standing Rules
Adopted by the Arts Club of Washington, D.C.
October 22, 2015
Article I. Purpose and Composition of the Club; Defined Terms
Article II. Membership
Article III. Admission
Article IV. Board Actions Affecting Membership
Article V. Membership Dues, Assessments, and Indebtedness
Article VI. Board of Governors and Officers
Article VII. Financial Management
Article VIII. Operating Committees
Article IX. Artistic Committees
Article X. Other Appointed Officers
Article XI. The Endowment and Endowment Funds; Trustees of the Endowment
Article XII. Meetings
Article XIII. Elections
Article XIV. By-Law Amendments and Parliamentary Authority
Article I. Purpose and Composition of the Club
Section I. The purpose of the Arts Club of Washington, DC, shall be to bring into association those persons devoted to the various branches of the arts (including, without limitation, architecture, cinematography, dance, drama, literature, music, painting, photography and sculpture), to promote cooperation among them, to further interest in the arts and to serve as a gallery for the exhibition of art, as set forth in the statement of purpose in the Articles of Incorporation and to promote the appreciation of historic preservation through study, restoration and the preservation of the historic James Monroe House.
Section 2. The Club shall be composed of individuals, corporations and other institutions and organizations, who are artists, or who or which are interested in and actively support one or more of the arts.
Section 3. Defined Terms.
The following terms shall have the meaning below when employed in these By-Laws:
“Board” shall mean the Board of Governors of the Club as elected and holding office as provided for in Article VI below of these By-Laws.
“Club” shall mean the Arts Club of Washington, a District of Columbia 501c corporation.
“Capital Budget” shall mean the budget for capital improvements to the Club’s facilities, as adopted by the Board for the applicable Fiscal Year, as provided in Article VII, Section I below of these By-Laws.
“Endowment” shall mean all endowment funds of or for the benefit of the Club, which shall be maintained separately from other Club funds, and which shall be administered in accordance with the provisions of Article XI below of these By-Laws.
“Fiscal Year” shall mean the twelve-month period of the Club’s operations, commencing on April 1 of a calendar year, and terminating on March 31 of the succeeding calendar year.
“General Manager” shall mean the individual approved by the Board and employed by the Club as the chief administrative officer of the Club, as described in Article VI, Section 6 below of these By-Laws.
“Governor” shall mean an individual Member who shall have been duly elected and is serving as a member of the Board, other than an Officer, as provided in Article VI of these By-Laws.
“Member” shall mean an individual, corporation or other organization duly elected to membership in the Club by the Board, and maintaining such membership in one of the membership categories described in Article II of these By-Laws.
“Officer” shall mean an individual holding the office of President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary or General Manager, as described in Article VI, Sections 5 and 6 below of these By-Laws.
“Operating Budget” shall mean the budget for normal business and program-related operations of the Club, including repairs and maintenance of the Club’s facilities, as adopted by the Board for the applicable Fiscal Year, as provided in Article VII, Section 1 below of these By-Laws.
“Trustee” shall mean an individual Member who shall have been duly elected and is serving a member of the Trustees of the Endowment, as provided in Article XI below of these By-Laws
“Visual Arts” shall mean art forms that create works that are primarily visual in nature, such as ceramics, drawing, painting, sculpture, printmaking, design, crafts, photography, video, filmmaking and architecture. Also included within the visual arts are the applied arts such as industrial design, graphic design, fashion design, interior design and decorative art.
Article II. Membership
Membership of the Club shall consist of the following categories:
Section 1. Resident Member.
Persons who reside in or have their place of business within the District of Columbia, the Maryland counties of Montgomery, Howard, Baltimore, Anne Arundel, Prince George’s, St. Mary’s, Calvert and Charles, the Maryland Cities of Baltimore and Frederick, the Virginia cities of Alexandria, Fairfax, Falls Church, Manassas, Manassas Park, and the Virginia counties of Arlington, Fairfax, Loudoun and Prince William shall be considered for Resident Membership and shall pay an application fee and monthly dues.
Section 2. Non-Resident Member.
Persons who live or work outside the areas specified in Section 1 above shall be considered for Non-Resident Membership. Non-Resident Members may not vote or hold elective office, membership on the Board or Chair of any committee.
Section 3. Joint Member.
An adult member of the same household as a Resident Member shall be entitled to full membership privileges
Section 4. Junior Member.
Persons who qualify for membership and who are between the ages of 21 and 35.
Section 5. Patron.
Persons who are Members and wish to contribute at a higher financial level to support the Club and its programs. Patrons enjoy full membership benefits and shall be recognized for their support.
Section 6. Daytime Member.
Persons who are not able to take advantage of the evening activities of the Club. They may attend daytime events but may not hold office or vote. They may attend evening events as guests of a Member.
Section 7. Emeritus Member.
Persons who have rendered outstanding services, or made notable contributions to the Club, or have been regular dues-paying Members in good standing for a period of thirty (30) years may be nominated for Emeritus Member status. Any Member or group of Members may make nominations to the Board for approval. Membership in this category shall at no time exceed twenty (20). Emeritus Members shall have full privileges and shall not pay dues.
Section 8. Corporate Member.
A corporation that wishes to show its special interest and support for the arts by contributing an amount to be set by the Board and paid annually to the Club. Each such corporation shall have full membership rights and privileges, except for the right to vote or hold office. Each corporation shall have the right to designate two individuals in the organization who shall be beneficiaries of such membership at any particular event. Election to this membership category shall be recommended by the Admissions Committee and approved by action of the Board.
Section 9. Honorary Member.
The Board may elect persons from those distinguished in any of the arts. Their number shall at no time exceed twenty-five (25). They shall have membership rights and privileges, except for the right to vote or hold office, and shall not pay dues.
Section 10. Institutional Member.
An institution or organization, other than a corporation, that wishes to show its special interest and support for the arts by contributing an amount to be set by the Board annually to the Club. Each such institution shall have full membership rights and privileges except for the right to vote or hold office. Each institution shall have the right to designate two individuals in the organization who shall be beneficiaries of such membership at any particular event. Election to this membership category shall be recommended by the Admissions Committee and approved by action of the Board.
Article III. Admission
Section l. A candidate for membership in the Club as a Resident, Joint, Junior, Daytime, or Non-Resident Member shall submit a standard application form to the Admissions Committee with the then-applicable application fee. Non-resident Member(s) applying for a change in their membership category shall be exempt from the application fee.
Section 2. Staff personnel may not be Members.
Section 3. A candidate for membership as a Joint Member must be sponsored by the Member of the same household who is already a Resident Member.
Section 4. The Chair of the Admissions Committee shall present the names of applicants to the Board for action. Upon approval of the applicant by the Board of Governors, the Corresponding Secretary shall promptly notify the new Member.
Article IV. Board Actions Affecting Membership
Section l. Expulsions or Suspensions.
Any Member may be expelled or suspended for cause by a vote of two-thirds of all members of the Board, provided that such member shall have been given written notice, including a copy in writing of the charges, and shall be afforded the opportunity to be heard by the Board at least ten (10) days prior to such action.
Section 2. Leaves of Absence.
A written request for a leave of absence may be submitted by a Member to the Chair of the Admissions Committee for Board approval. Leaves of absence for up to six months, with suspension of Club benefits and dues, will be automatically approved. Requests for a longer leave of absence will be at the discretion of the Board, as will extension or repetition of previously approved leaves of absence.
Section 3. Reclassifications, Reinstatements and Resignations.
a. Reclassifications. All requests for changes in membership classification shall be submitted in writing to the Chair of the Admissions Committee for action. The Committee shall make recommendations on such requests and forward them to the Board for approval.
b. Reinstatements. All requests for reinstatement to a membership category must be submitted in writing for action to the Chair of the Admissions Committee to assure conformance to current By-Laws, regulations, policies and practices, including any dues or fees required. Reinstatement to the same or different membership category shall be acted upon by the Admissions Committee and submitted in writing to the Board for approval. Members applying for reinstatement shall be exempt from paying the membership application fee.
c. Resignations. Resignations from Club membership shall be submitted in writing to the Board of Governors through the Admissions Committee and shall be approved by the Board only when the Member has paid all indebtedness. Immediately following Board approval, the Corresponding Secretary shall inform the Member in writing of the Board’s actions.
d. Acceptance of a resignation by the Board of Governors does not constitute a waiver by the Club of any existing obligation of the Member to the Club.
Article V. Membership Dues, Assessments, and Indebtedness
Section 1. Dues.
a. Club membership dues, application fees and other fees shall be set by the Board. Any increase in the dues in any category shall require an affirmative vote by two-thirds of the membership of the Board.
b. Annual dues shall be due and payable in regular installments.
c. Dues may be waived by the Board when such action is in the best interest of the Club.
Section 2. Assessments.
As needed, the Board may recommend assessments to meet special, extraordinary needs of the Club. A special meeting of the Members shall be called to consider such assessments. Members shall be notified in the Club newsletter at least one month prior to the meeting. Any such special meeting shall require a quorum of at least twenty-one (21) Members in good standing and eligible to vote. Approval of any such proposed assessment shall require the affirmative vote of at least two-thirds (2/3) of those Members eligible to vote present and voting at such meeting.
Section 3. Indebtedness.
a. Any charges incurred by a Member shall be due and payable by the end of the following month.
b. Members failing to pay their indebtedness within 60 days of the due date shall be notified in writing. If not paid within 15 days of receipt of the letter, such Member shall forfeit all Club privileges. If the account is not settled within 90 days of the due date, the Board may terminate the membership and may seek legal recourse.
c. Any Member serving as an Officer, Governor or Trustee who is 60 days or more in arrears shall be deemed to have vacated their office. Such vacancies shall be filled in accordance with Article VI, Section 4 i below.
d. Any Member who resigns from Club Membership and fails to pay all indebtedness owed the Club shall be ineligible for readmission to Club membership and shall be ineligible to attend any Club function as a guest until all prior Club indebtedness is paid. Such indebtedness shall include all charges incurred, including dues up to and including the date the notice of resignation is received by the Corresponding Secretary.
Article VI. Board of Governors and Officers
Section l. Governance of the Club.
a. The Club shall be governed by the Board of Governors, which shall have full power and authority to carry out the Club’s purposes, and to ensure that all obligations are satisfied according to law and these By-Laws.
b. No Member, acting in his/her individual capacity, shall incur any obligations on behalf of the Club.
c. No Member shall receive any Club funds or other property, except as reimbursement for funds expended, with Board approval, in promoting the objectives of the Club.
d. All contracts, agreements, checks and other obligations shall be authorized and executed on behalf of the Club in accordance with the provisions of Article VII, Section 1 below. No Officer may sign any such contract, agreement, check or other obligation with or in favor of any entity in which he or she has an interest.
Section 2. Composition of the Board; Officers
a. The Board shall consist of the Officers and six (6) Governors elected by the Members. All elected Board members shall have been Members in good standing for at least two (2) years prior to their election.
b. No member of the Board may serve concurrently as a Trustee of the Endowment.
c. Officers. The elective Officers shall be a President, Vice President, Treasurer, Recording Secretary and Corresponding Secretary. The President shall be elected for a two (2)-year term. The Vice President, Recording Secretary, Corresponding Secretary and Treasurer each shall be elected for a one (1)-year term. In addition, the General Manager shall be an ex-officio Officer, with duties, responsibilities and authority as set forth in Section 6 below of this Article VI.
d. Governors. In addition to the Officers, six (6) individual Members shall be elected to serve as Governors for staggered terms of three (3) years.
e. Ex-Officio Board Members. The immediate past President shall be an ex officio Board member, with voting privileges, for a term of one (1) year. The Chair and Secretary-Treasurer of the Trustees of the Endowment, and the General Manager, shall be ex officio Board members, without voting privileges.
Section 3. Eligibility of Candidates; Election
a. Candidates for President must have served previously as a member of the Board.
b. After the President shall have completed his/her first two (2)-year term, he/she may be a candidate for the office of President for a second two (2)-year term, but shall not be eligible for a third term, or for election as a Governor or Trustee until after the lapse of at least two (2) years from the completion of such term. However, the incumbent President as of the effective date of this provision of these By-Laws shall be subject to the term limits of three (3) successive one (1)-year terms, as provided in the applicable provisions of the By-Laws superseded by these By-Laws.
c. After Officers other than the President have completed their first one (1)-year term, each may be a candidate for that office for a second or third one (1)-year term, but are not eligible for a fourth term, or for election as a Governor, or Trustee of the Endowment, until after the lapse of at least one (1) year from the completion of such term; provided, however, that a Member completing such a term as an Officer other than the President, shall be eligible for nomination to the office of President.
d. After Governors have completed their three (3)-year term, they are not eligible for an additional three (3)-year term, or for election as an Officer other than President and/or for election as a Trustee of the Endowment until the lapse of at least one (1) year from completion of such term.
e. The positions of Officers, Governors and Trustees for which the term is expiring in a given year, together with any vacant positions, shall be filled by election by ballot at the March membership meeting. Those elected shall take office on April 1 of such year.
Section 4. Duties and Responsibilities of the Board of Governors.
a. The Board shall constitute the executive body of the Club, shall be responsible for the execution of Club policies, laws, and regulations and shall have final authority on all Club matters.
b. The Board shall have charge of and oversee the management of the Club’s property, business and funds. The Board shall ensure that Board members have sufficient time to review all contracts before approval.
c. No individual or committee shall solicit funds for Club purposes without Board approval. In the event of such approval, a monthly report of receipts, expenditures and balance on hand shall be made to the Treasurer. Funds shall be directed upon receipt to the Treasurer or the General Manager.
d. The Board shall report fully to the membership at all official meetings.
e. The Board shall confirm and/or reject each of the Committee Chairs nominated by the President.
f. The Board shall exercise final authority on expulsion, suspension or other disciplinary action with respect to any Member as provided for in Article IV.
(i) The Board shall hold regularly scheduled meetings at least once a month on a day set by it, as well as hold any special meetings called by the President or at the request of at least three Board members. The Board may dispense with meetings in July and August.
(ii) A quorum consisting of six members, including at least one Officer, shall be required at any meeting of the Board.
(iii) Except where otherwise provided, a majority of those Board members present at a meeting and voting shall be necessary to decide any matter…
(iv) Any Board member who will absent from a Board meeting shall, if possible, notify the President, Vice President or Recording Secretary in advance of the meeting and state the reason. If a member has unexcused absences for three consecutive Board meetings, the Board may interpret this as a resignation.
h. The Board shall present a detailed statement of the financial condition of the Club bi-annually to the membership. The financial statement shall reflect receipts and expenses for the current year. A copy shall be made available to Members upon request.
i. Vacancies shall be filled by the Board within one month. The appointed Member shall serve until the next general election, at which time the unexpired term shall be filled.
Section 5. Individual Duties and Responsibilities of the Officers.
In addition to specific duties and responsibilities as described in the By-Laws, each officer shall perform such further duties as may be requested by the President and Board.
(i) The President shall preside at Board meetings, the Club Membership meetings, and any special Club meetings.
(ii) The President shall exercise general supervision over the affairs of the Club and perform such other duties as the Board may request. In the event of the death, disability or absence of the President, the Vice President shall possess and exercise all the powers of the President. In the absence of the President and Vice President from any meeting of the Club or the Board, the Treasurer shall preside.
(iii) The President shall be an ex-officio member of all committees.
(iv)The President shall nominate candidates for chairs of committees from among the Club membership, subject to Board approval.
(v) The President shall sign all official policy statements issued by the Club.
(vi) The President shall appoint a Parliamentarian from the Board.
b. Vice President.
(i) The Vice President shall fulfill the obligations and perform the duties
and responsibilities of the President in the absence of the President.
(ii) The Vice President shall be an ex-officio member of all committees.
(iii) The Vice President shall serve as the Chair of the Admissions Committee.
(i) The Treasurer shall be the principal financial officer of the Club.
(ii) The Treasurer shall have custody of and provide safekeeping for funds held by the Club except for the Endowment which shall be held and managed by the Trustees of the Endowment.
(iii) The Treasurer shall monitor the collection and disbursement of funds due to or payable by the Club. The Treasurer shall have charge of the Club bookkeeping
operations and shall exercise supervision over Club financial records.
(iv) The Treasurer shall be bonded in an amount acceptable to the Board, the cost to be borne by the Club.
(v) The Treasurer, in coordination with the Finance Committee and in consultation with the President and other committees as appropriate, shall prepare proposed Annual Operating and Capital Budgets.
(vi) The Treasurer, with the Finance Committee’s recommendation and Board approval, shall ensure that the Club has adequate technical equipment and professional services to fulfill the responsibilities of office.
(vii) The Treasurer shall provide a written financial report to the Board at each meeting.
(viii) The Treasurer shall provide a complete financial report at the end of the fiscal year.
(ix) The Treasurer shall ensure the maintenance in force of liability insurance coverage of the Board of Governors and comprehensive insurance for the Club.
d. Recording Secretary.
(i) The Recording Secretary shall record the Minutes of Board and Club meetings. The Minutes shall follow the style and content-form for minutes as found in Robert’s Rules of Order as provided by Article XIV, Section 2 of these By-laws. The Recording Secretary and the President shall maintain the Minutes in permanent, readily accessible form. The Recording Secretary shall file a copy of approved Minutes with the Historian/Archivist.
(ii) The Recording Secretary shall place a notice in each Club Newsletter that the Minutes and Treasurer’s Reports are available for inspection by any Member in good standing upon request to the Recording Secretary. Such an inspection shall occur in the offices of the Club at a time mutually convenient to the Member and the General Manager or his designee.
(iii) The Recording Secretary shall have custody of the seal and records of the Club other than those maintained by the Treasurer.
(iv) The Recording Secretary shall attest to official documents issued by the Club as required by law.
e. Corresponding Secretary.
(i) The Corresponding Secretary shall conduct Club correspondence as needed or directed.
(ii) The Corresponding Secretary shall keep a record of the Club membership and its various classifications and issue a monthly report at Board meetings.
(iii) The Corresponding Secretary shall issue a Club membership directory periodically.
(iv) The Corresponding Secretary shall send written expressions of care and condolence to Club members.
(v) The Corresponding Secretary shall receive petitions from candidates seeking election to the positions of Officer, Governor and Trustee. After determining the candidates’ eligibility for election, the Corresponding Secretary shall prepare and send the ballot to every eligible Club member and fulfill the other duties assigned to the Corresponding Secretary in Article XIII below.
(vi)The Corresponding Secretary shall assist the member who is responsible for the Club newsletter, subject to review by the President before publication. The newsletter shall include a calendar of meetings and other events scheduled for the coming month; a list of the Club’s Officers, Governors, and Trustees, the name, address, and category of each new member; resignations and such other information that may be of interest to Members.
Section 6. General Manager of the Club.
a. The General Manager shall be approved by the Board, and employed by the Club, on such terms and conditions and with such compensation and other benefits as shall be approved periodically by the Board. The General Manager shall report to the Board, acting through the Executive Committee and the President.
b. The General Manager shall be an ex-officio, non-voting member of the Board, the Finance Committee and the House and Garden Committee.
c. The General Manager shall be the chief administrative officer of the Club and shall be responsible for the ongoing business operations of the Club.
d. The General Manager shall have the authority to act on behalf of the Club in all matters relating to the administration of the business affairs of the Club, including execution of contracts, agreements, purchase orders, checks and other financial obligations, consistent with Article VII Section 1 of these By-Laws and with the current Operating and Capital Budgets, and/or as otherwise authorized by the Board.
e. The General Manager shall have the authority to employ on behalf of the Club such staff members, both salaried employees and independent contractors, as are necessary to carry out the operations of the Club. He/she will supervise and evaluate the performance of Club staff and recommend salary increases as appropriate. The General Manager shall have the authority to terminate the employment of any staff member unless the Board specifically vetoes such action. In addition, the General Manager shall have the authority to hire hourly workers as necessary for club operations and events.
Article VII. Financial Management
Section 1. Budgets.
a. The Board shall adopt on an annual basis:
(i) an Operating Budget for the operations of the Club.
(ii) a Capital Budget for capital improvements to the Club’s facilities.
b. Proposed Operating and Capital Budgets shall be prepared by the Treasurer and the Finance Committee, in consultation with the President and in consultation with other committees as appropriate. These proposed budgets will be presented to the Board for review, consideration, modification and adoption. Following adoption by the Board, these budgets will constitute the approved basis for all expenditures on behalf of the Club during the applicable fiscal year. These budgets may be modified by the Board from time to time as needed during the year, and the Board may approve additional expenditures as needed without a budget modification.
c. The authorized signatories on behalf of the Club for all contracts, agreements, checks, purchase orders and other financial obligations shall be the President, Vice President, Treasurer, Recording Secretary and Corresponding Secretary and the General Manager. Expenditures up to $2,500 will require one signature, and expenditures in excess of $2,500 shall require two.
Section 2. Indemnification.
The Arts Club shall indemnify each Officer, Governor and Trustee, and each former Officer, Governor and Trustee, to the fullest extent permitted by the laws of the District of Columbia against any and all costs and expenses (including but not limited to judgments, attorneys’ fees, fines, penalties and amounts paid in settlement) actually and necessarily incurred in connection with the defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative in which the Officer/ Governor/ Trustee is made – -or threatened to be made- – a party by reason of holding that office except in relation to matters as to which they shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of a duty as such Officer, Governor or Trustee. This right of indemnification shall continue in full force and effect as to any person who has ceased to be an Officer, Governor or Trustee, and shall inure to the benefit of such person’s heirs, executors and administrators.
Article VIII. Operating Committees
Following is a list of Operating Committees which have been established to carry out various duties and functions important to the efficient operation and welfare of the Club. The President shall appoint the Chair of each Committee, with the exception of Admissions and Nominating, for a one-year term. Its Chair shall decide the qualifications of members of each Committee. No Club employee shall serve as a member of a Committee, except the General Manager, as provided in Article VI, Section 6 above. The President shall replace the Chair if the duties are not assumed in a prompt and capable manner. Committee Chairs shall submit information to the Corresponding Secretary in a timely manner for publication in the monthly newsletter. Each Committee Chair shall also provide a written report of the Committee’s activities at the bi-annual Club membership meetings and as requested by the Board.
Section 1. Executive Committee.
a. This Committee shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer.
b. The purpose of this Committee shall be to assist the President in exercising general supervision over the affairs of the Club.
c. The Executive Committee may act in the absence of the Board. Any action taken shall be subject to ratification at the next meeting of the Board.
Section 2. Admissions.
a. The Vice President shall serve as Chair of the Admissions Committee. Members who are interested in participating shall submit their names for consideration. The Chair will select the members for the Admissions Committee.
b. The purpose of this Committee shall be to review applications for membership and make recommendations to the Board. The Chair of the Admissions Committee will create a calendar for monthly interviews for the coming year. Each member of the committee is expected to participate in at least five candidate interviews throughout the year. Should an application be submitted after the scheduled interview date, candidates must wait until the following month to meet with the Admissions Committee.
c. A Committee member must notify the Chair one week in advance if (s)he will be absent to a meeting and coordinate to have a substitute attend their place.
d. As needed, the Admissions Committee shall provide information regarding membership to the Corresponding Secretary and Treasurer for the Board.
Section 3. Finance.
a. The purpose of this Committee shall be to advise the Board of the financial condition and management of the Club.
b. This Committee shall consist of the President, Vice President, Treasurer and three other members appointed by the President and approved by the Board. Members selected shall be familiar with general principles of finance. The General Manager also shall serve as an ex officio, non-voting member of the Finance Committee.
c. This Committee shall review monthly, quarterly and annual financial reports with the Treasurer and participate in preparing and recommending the annual budget of the Club, as provided in Article VII, Section 1 above.
d. This Committee shall advise the Board when audits are needed.
Section 4. House and Garden.
a. Subject to oversight from the Board of Governors, this Committee shall oversee the care, maintenance, restoration and preservation of the buildings, property and grounds.
b. This Committee shall include an architect from among the membership. The General Manager also shall serve as an ex officio, non-voting member of the House and Garden Committee.
c. No major redesign of the house or garden shall be undertaken without the submission of plans and the approval of the Board.
d. This Committee shall provide to the Treasurer an annual report, which shall include an itemized list of all expenditures. A copy will be provided to the Treasurer and the Finance Committee.
e. This Committee shall establish the House rules, subject to Board approval, and shall post a current copy of the House Rules on the Club bulletin board.
f. This Committee shall prepare an inventory every two years of all Club property, including furniture, furnishings, works of art, silver and objects loaned to the Club. When there is a change of House Managers, a copy of the inventory shall be signed by both outgoing and incoming House Managers. This Committee shall provide a copy of the inventory to the Treasurer, Historian and General Manager. A copy of the inventory shall also be kept in the Club’s fireproof safe.
Section 6. Membership.
a. This Committee shall seek applicants active or interested in the various branches of the arts (including, without limitation, architecture, cinematography, dance, drama, literature, music, painting, photography and sculpture).
b. This Committee shall welcome and introduce new members to the Club.
c. This Committee shall cooperate with the Admissions Committee and other committees as appropriate.
Section 7. Nominating.
a. This Committee shall nominate candidates for election to Officer, Governor, and Trustee positions.
b. The Chair of the Nominating Committee shall be appointed by the President. The Committee will have six members and two alternatives. Members who are interested in participating shall submit their names for consideration. The Chair will select the members and alternates for the Nominating Committee.
(i) Anyone who has been a member in good standing for two or more years is eligible to volunteer for the Committee.
(ii) The opportunity to serve on the Nominating Committee will be announced at in the September and October editions of the Club newsletter. Board selections will be made at the October meeting.
(iii) A Member currently serving as an Officer or Governor, and not seeking nomination and/or election as an Officer, Governor or Trustee at the next Annual Meeting shall be eligible to serve as a member of the Nominating Committee.
c. At their first meeting, the members of the Nominating Committee will select a Chair from among the Committee. No member of the Nominating Committee will be eligible to be a candidate for election in the current year.
d. This Committee shall be responsible for the selection of at least one candidate for each position. The Committee shall develop a list of eligible and consenting candidates not later than January 15 of the succeeding year. The Committee Chair shall provide this list of candidates to the Corresponding Secretary to be included in the February edition of the Club newsletter. The list shall also be posted on the Club bulletin board at the beginning of February.
e. Current Officers who express a desire to serve a second or third term shall be included among the nominees unless the Committee can show cause for their non-inclusion.
f. If a member of the Nominating Committee chooses to run for an office (s) he shall resign from the Nominating Committee and be replaced by the next alternate.
Section 8. Outreach Committee.
The purpose of this Committee shall be to advance the cultural development of the community as related to the arts and to provide opportunities to establish liaisons between the Arts Club and outside organizations.
Section 9. Program Committee.
This Committee shall develop and schedule all programs held under the auspices of the Club. It shall cooperate with the Artistic Committees as appropriate.
Section 10. Scholarships Committee.
This Committee shall set criteria, review applications and make recommendations to the Board for awarding scholarships annually to deserving students.
Section 11. Social Media.
This Committee shall advance the development of social media outreach for the Arts Club.
Other committees may be formed with the approval of the Board according to the interests of the Members.
Article IX. Artistic Committees
Following is a list of Committees that have been established, with approval of the Board of Governors, to support and facilitate programs within a variety of artistic disciplines.
Section 1. Artistic Committees. These Committees include Cinematography, Dance, Music, Visual Arts, Drama (including the OneActOne Play award) and Literature. Additional Artistic Committees can be formed as needed, with the approval of the Board.
Section 2. Exhibitions Committee.
a. The Exhibitions Committee shall oversee the Monroe and McFeeley Galleries and manage the exhibits resulting from the annual call for entries and special exhibitions. The Committee Chair shall submit a report to the Membership at each Membership Meeting. The Visual Arts Committee shall manage the semi-annual Members Exhibitions.
b. The Gallery Manager shall administer all exhibitions, including, but not limited to, publicity, contracts, installation, and the care and return of art to artists in a timely fashion. Additionally, the Gallery Manager shall assist the Exhibitions Committee in preparation for regular meetings and Curatorial sessions.
Section 3. The Marfield Prize for Arts Writing.
This annually awarded prize from the Arts Club of Washington shall be administered by the Marfield Award Committee.
Section 4. The Spilsbury Gallery.
The Visual Arts Committee shall operate the Spilsbury Gallery. The Gallery shall have Member-only exhibitions.
Article X. Other Appointed Positions
Other positions will from time to time be created as needed to assist the Board. The President shall, with Board approval, appoint Members to these positions. To date two such positions have been created.
Section 1. Historian/Archivist, who shall:
(i) Collect, file and preserve all records of the property and activities of the Club in such manner that they may be consulted currently and form a history of the Club.
(ii) Retain copies of the approved Minutes of the Board meetings.
(iii) Prepare a summary of the year’s activity, reviewing all data recorded and compiled for completeness and present his report to the Board in May of each year.
(iv) Undertake, as desired, activities to acquaint members with the history of the Club.
Section 2. Parliamentarian, who shall ensure that Roberts Rules of Order are observed in all meetings of the Club.
Article XI. The Endowment and Endowment Funds; Trustees of the Endowment
Section 1 Purpose.
The Endowment and the Trustees of the Endowment have been created as a safeguard for specific Club monies that are to be held in trust and prudently invested and distributed, thereby ensuring that the designated assets remain in perpetuity.
Section 2. Composition.
a. The Endowment is comprised of monies given by individuals or organizations in the form of bequests, contributions, donations, endowments, gifts and memorial funds or appropriations from the Club itself. These basic Endowment Funds are:
(i) The Monroe House Endowment Fund
(ii) The Anna Bartch Dunne Scholarship Fund
(iii) The Marfield/Berryman/Wharton Literary Award Fund
(iv) The Marfield/Berryman/Wharton Administration Fund
(v) The Arts Club of Washington Legacy Fund
Additional Endowment Funds may be created by a majority vote of all members of the Trustees.
b. Monies received as a result of leasing the Club’s air rights shall not be considered to be Endowment funds.
Section 3. Administration.
a. The Endowment shall be administered by the Trustees of the Endowment.
b. The Trustees shall consist of six (6) Members having knowledge of investment and finance, two of which shall be elected each year at the Annual Meeting for terms of three (3) years. Additionally, the President and Treasurer shall be non-voting members.
c. The Board of Governors shall fill any vacancies, and these persons shall serve until the next Annual Meeting.
d. Each year, the Trustees shall elect a Chair, Vice Chair and Secretary-Treasurer from their own number.
e. No Trustee shall receive any Club funds either actual or in-kind except for reimbursement for monies expended, with Board approval, in promoting the objectives of the Club.
f. The Secretary-Treasurer may be bonded at the expense of the Endowment in an amount determined by the Trustees.
g. The Club shall provide the premium payment for liability insurance coverage for the Trustees.
h. The Endowment shall be administered, maintained, preserved, enhanced, appropriated and disbursed separately from all other Club funds.
i. Each Endowment Fund shall be used solely for the purpose for which it was created.
j. The Endowment Funds shall be disbursed by the Trustees only after written request has been submitted by the Board of Governors to the Trustees and approved by the Trustees.
k. All points at issue between the Trustees and Committees charged with determining the policy as to use of the appropriated funds shall be decided by the Trustees.
Section 4. Responsibilities of the Trustees.
a. The Trustees shall be responsible to the membership for the administration, maintenance, preservation, enhancement, appropriation and disbursement of the Endowment. The Board of Governors shall not take unilateral action affecting the Endowment.
b. The Trustees shall meet at least three times a year, and four members shall constitute a quorum. Special meetings may be called by the Chair or by the Club President. Absence from a meeting of the Trustees shall be reported in advance to the Chair. Unexcused absence from three consecutive meetings shall be interpreted as a resignation as a Trustee.
c. The Secretary-Treasurer shall keep a permanent record of each meeting, submit the minutes of each meeting in writing to the Board and provide a report at the membership meetings.
d. The Trustees shall add undesignated endowment bequests to the Monroe House Endowment Fund, to the Anna Bartch Dunne Scholarship Fund, the Marfield/Berryman/Wharton Literary Award Fund, the Marfield/Berryman/Wharton Administration Fund or other Funds as established.
e. The Trustees shall cooperate promptly with such Committees as are charged with the duty of administering the appropriations from the Endowment Fund, and shall cooperate with the auditors and certified public accountants of the Club.
f. The Trustees shall report to the Board, on a timely basis, and to Committees those Endowment Funds that may be available for use.
g. Trustees shall confirm in writing orders for all appropriations, disbursements, investments, sales or contracts of assets of the Endowment. Decisions on transactions shall be made by majority vote and reported in writing to the Board. Copies of all periodic statements from financial institutions shall be forwarded directly to the Secretary-Treasurer of the Endowment and to the Club Treasurer.
h. The Trustees shall prepare and maintain a permanent list of all monies given by individuals or organizations which shall reflect the names of donors and those receiving gifts. This list shall be provided at each membership meeting as part of the annual report of the Trustees.
i. The Trustees shall be responsible for carrying out the terms of each bequest and may reserve or reinvest up to twenty per cent (20%) of each invested Fund’s income. If requested, the Trustees shall provide authentic and true copies of the instruments of gift and transmittal or pertinent parts of Wills that have resulted in bequests to the Club and acknowledgment thereof. The Trustees shall properly preserve original documents in a bank or appropriate vault, and a copy of each document shall be on file at the Club and available for examination.
Article XII. Meetings
Section 1. Membership Meetings
a. There are two meetings; one shall be held in October on a date and at a time determined by the Board of Governors, and one on the last Thursday of March. The date and time shall be posted on the bulletin board for at least one month in advance of the meeting and shall be included in at least two issues of the monthly Club newsletter prior to the meeting. Twenty-one (21) Members entitled to vote shall constitute a quorum.
b. The order of business shall be:
1) Call to order
2) Reading and approval of the minutes of the last membership meeting
3) Reports of Officers and Trustees
4) Reports of Committees
5) Reports of special committees
6) Unfinished business
7) New business
8 ) Adjournment
c. At the March membership meeting election procedures shall take precedence over all other business.
Section 2. Special Meetings.
a. Special meetings of the membership shall be called by the President or Board of Governors upon receipt of a written application. Such application shall be signed by twenty or more Members and set forth that purpose for which such meeting is desired. No business other than that specified shall be considered at special meetings. Notice shall be posted on the Club bulletin board at least fifteen days in advance and either noted in the monthly newsletter or in a special notice mailed at least ten days in advance.
b. Only Members may attend meetings, and only eligible Members may vote. Twenty-one (21) Members entitled to vote shall constitute a quorum, and no proxy vote shall be permitted.
Article XIII. Elections
Section 1. Date of Election and Positions to be filled.
An election shall be held each year at the March membership meeting for Officers, Governors and Trustees.
Section 2. Nomination
a. The Nominating Committee shall prepare a slate of candidates for all vacancies to be filled in the upcoming election (See Article VIII, Section 7 for a full description of the Nominating Committee’s duties.) In addition, any group of seven or more Members eligible to vote may nominate independent consenting candidates for any vacant positions.
b. After confirming the eligibility of the candidates submitted by the Nominating Committee, the Corresponding Secretary shall include a notice in the February Club newsletter regarding the upcoming election. Such notice shall include:
(i) An outline of the nominating process, including dates and/or deadlines to be met,
(ii) The slate of candidates submitted by the Nominating Committee, and
(iii) The procedures by which additional candidates can be placed on the ballot by petition.
c. Any group of seven or more Members eligible to vote may nominate by petition independent consenting candidates for any vacant offices. Such petitions must be received by the Corresponding Secretary six (6) weeks prior to the March election. A blank petition shall be included in the February newsletter to facilitate this process.
d. The Corresponding Secretary shall review all petitions received to determine that the proposed candidates are eligible and the signatures are authentic.
e. The final slate of candidates shall be posted on the Club bulletin board four weeks prior to the Annual Meeting.
Section 3. Ballots.
a. The Corresponding Secretary shall prepare and forward an official ballot to every Member eligible to vote not later than four (4) weeks prior to the Annual Meeting. An addressed return envelope bearing the words Official Ballot, a plain envelope carrying no identifying mark and voting instructions shall also be included.
b. The list of Members eligible to vote shall be prepared by the Business Manager and shall include every Resident, Emeritus, Patron, Junior and Joint member who is not more than sixty (60) days in arrears.
c. The Corresponding Secretary shall not send a ballot to any Member who is more than sixty (60) days in arrears. Once the debt is settled, the Corresponding Secretary shall immediately forward a ballot to the Member.
Section 4. Voting.
a. Once the eligible Member has voted, the ballot shall be placed in the plain envelope carrying no identifying mark. This envelope shall be sealed and placed in the addressed return envelope bearing the words Official Ballot, and mailed or hand-delivered to the Club. The outside envelope must be marked with the voter’s name and address and reach the Club before 7:00 p.m. on the day of the Annual Meeting.
b. Each Official Ballot must be returned in a separate envelope. Multiple ballots in a single envelope will be disqualified.
Section 5. Polling Hours.
Members eligible to vote may return their ballots either by mail or hand-delivery. The ballot box shall be available to receive returned ballots from the date the ballots are sent out until 7:00 p.m. on the date of the Annual Meeting.
Section 6. Judges of Election.
The Judges of Election shall consist of the immediate past President and up to two other past Presidents or past Officers provided they are not candidates for Officer, Governor or Trustee. These Judges shall be appointed by the President and approved by the Board at the March Board meeting.
Section 7. Ballot Box.
a. The ballot box shall be locked after the Judges of Election, in each other’s presence, have examined it. This examination shall occur on the date on which the Corresponding Secretary sends a ballot to each Member eligible to vote.
b. The ballot box shall be located in a locked office except during Club events when it shall be made available to Club members.
Section 8. Ballot Count.
The Judges of Election may establish procedures not to conflict with these By-Laws to expedite counting of the ballots. Secrecy shall be maintained until formal announcement is made by the presiding officer at the Annual Meeting.
Section 9. Election Results.
The Judges of Election shall report election results to the presiding officer immediately following the ballot count, and the officer shall announce the election results to the membership. In the event of a tie, a second ballot shall be taken with the tied nominees being the only candidates. This ballot shall be prepared in writing by the Judges of Election and voted upon immediately. The Judges shall count the ballots and report the results immediately to the presiding officer who shall announce the result. In the case of a tie on the second secret ballot, this voting procedure shall continue until the tie is broken.
Article XIV. By-Law Amendments and Parliamentary Authority
Section I. By-Law Amendments.
a. Proposal and Recommendation. An amendment to these By-Laws, consistent with the Articles of Incorporation, may be proposed to the Board in writing by a committee appointed by the President or upon petition by seven or more Members. Such a proposal, together with the Board’s endorsement, shall be considered at a regular or special meeting of the membership. Members shall be notified of the time and place of the meeting at least thirty (30) days preceding and shall be sent copies of the proposal and of the Board’s comments. Copies shall be kept on file in the Club office for inspection by Members.
b. Adoption and Implementation. Only eligible members in good standing may vote. A two-thirds affirmative vote of the Members present and constituting a quorum shall be required. Any proposal made at the meeting which would fundamentally alter such proposed amendment shall be treated as a new proposal to which the procedures of Article XIV, Section 1a. above, other than the requirement for advance notice, shall apply. An amendment that has been adopted shall become effective immediately unless otherwise provided.
Section 2. Parliamentary Authority.
The latest edition of Robert’s Rules of Order shall apply to all meetings of the Club.