BYLAWS OF ARTE LIBRE VA, INCORPORATED
Date Approved: November 15, 2019
Updated: June 30, 2020
I. Description of the Organization
Section 1: Name & Location
The name of the corporation shall be Arte Libre VA, hereinafter known in these Bylaws as ALVA. ALVA shall be located in Winchester, Virginia.
Section 2: Mission
Arte Libre VA empowers Latinx, Black, and Youth of Color through equitable access to quality arts education and programming.
Section 3: Governance
A Board of Directors shall govern ALVA, hereinafter to be known in these Bylaws as the Board, and as established in Article V hereof.
Section 1: Purpose
The purpose for which this Corporation is formed shall be to empower Latinx and Youth of Color in the Northern Shenandoah Valley of Virginia through equitable access to quality arts education and programming.
Section 2: Charitable Purpose
The corporation is organized exclusively for charitable and educational purposes as is contemplated in the Internal Revenue Code Section 501(c)(3), or corresponding sections of any future federal tax code. The corporation is further authorized to receive and to make contributions in furtherance of these purposes, and to make distributions to organizations that may exist in carrying out those purposes and to organizations that qualify under Internal Revenue Code Section 501(c)(3).
Section 3: Promotion of the Arts
In furtherance of these purposes, the corporation shall direct, encourage, promote and stimulate equitable access to the practice and appreciation of the Arts amongst Latinx and Youth of Color living in the Northern Shenandoah Valley area. The term “Art” is understood to include Performing, Literary, Traditional, Folk, Film, and Visual Arts.
III. Fiscal Year
The fiscal year shall begin on the first day of July and end on the thirtieth day of the following June.
ALVA will serve Communities of Color throughout the Northern Shenandoah Valley of Virginia.
V. Board of Directors
Section 1: Composition of Board
The Board of Directors will consist of at least five (5) members, and no more than thirteen (13) members, and such members shall have full voting privileges, duties, and responsibilities.
Directors may serve on the Board for two consecutive three (3) year terms, for a maximum of six (6) years, but must then vacate their office for a period of at least one (1) year. The directors shall elect their successors. In the event sufficient Directors are not elected in accordance with the Bylaws, or fail to qualify or serve out their terms, the Board of Directors shall elect Directors to fill such vacancies.
The officers of the corporation shall be a president, vice president, secretary and treasurer. The Executive Committee shall appoint the Advisory Board members, as described in Section 4.
Section 2: Election and Terms of Executive Committee
The Board shall elect Executive Committee Members, who will serve up to two (2) terms of three (3) calendar years. The terms for President and Secretary shall start in alternate years of the terms for Vice-President and Treasurer. The terms of Executive Committee Members shall start the first day of January.
The Board shall form a Nominating Committee six (6) months prior to Officer rotation, for nominating the Executive Committee Officers of the next term calendar year. The Nominating Committee shall consist of the continuing Executive Committee members and one member of the Advisory Board. The committee shall nominate candidates for the soon to be vacated position(s). The Nominating Committee shall present the nominated Executive Committee Members to the ALVA Board. Executive Committee Members shall be elected by a simple majority of the ALVA Board.
Section 3: Appointment and Terms of Board Members
The Executive Committee shall appoint at least three (3) and no more than nine (9) Appointed Board Members. The terms of Appointed Board Members shall start at the date of their appointment. Appointed Board Members shall have full Board responsibilities and Board Voting privileges.
Section 4: Appointment and Terms of Advisory Board Members
The Executive Committee may appoint Advisory Board Members, including advisors from the Northern Shenandoah Valley community at large. The most recent past President and past Treasurer shall serve as de facto Advisory Board members for one calendar year unless already serving on the Board in another capacity. The terms of Advisory Board Members shall begin at the date of their appointment. Advisory Board Members shall have advisory responsibilities and no Board voting privileges.
Section 5: Resignation or Termination of Board Members
In the event of resignation, presumption of resignation from determination of death, permanent disability or incapacity, or termination of a Board Member, the Board shall elect a replacement member to fulfill the remainder of such Board Member’s term, except in the termination or resignation of the President, in which case another member of the Executive Committee shall assume the position of President.
Board Members may be terminated for repeated failure to follow ALVA Bylaws or adopted policies, failure to perform the duties of the office, or misrepresentation of ALVA in the broader Northern Shenandoah Valley community. Board membership responsibilities and privileges will be revoked upon either: a two-thirds majority vote of the Board; or Resigning Board Members shall submit dated resignations to the Board. Resignations, once submitted, may not be revoked or reversed without approval of two-thirds majority of the remaining Full Board.
VI. Duties of the Board
Section 1: Duties of the Board of Directors
Directors are required to perform their duties in good faith, with ordinary care, and in the best interest of the nonprofit. Directors shall follow all laws applying to the nonprofit – federal, state, and local laws and regulations.
Directors are responsible for ensuring that ALVA is operating in accordance with its mission and the purpose for which it was granted tax-exempt status. As safeguards of the public trust, Board Members are responsible for protecting the organization’s assets. The Board ensures legal and ethical integrity and maintains accountability.
Appointed Board Members shall serve as Chairs or Members of Committees established in Article VII Sections 2 and 3 of these Bylaws. Appointed Board Members shall serve on at least one (1) ALVA Committee.
Financial Oversight: The Board provides proper financial oversight, including setting and approving an annual budget. The Board shall approve program budgets. The Board shall approve fundraising efforts.
Program Oversight: The Board ensures that programs are in place to further the mission and goals of the organization. The Board shall appoint Committee Chairs and Committee Liaisons to all Committees.
Section 2: Meetings
The Full Board shall meet at least ten (10) times per year in person at Regular Meetings. The time and place of Regular Meetings shall be agreed upon at the first Regular Meeting of the year. The Full Board may meet at Special Meetings called for by a majority of the Executive Committee or called for by 2/3 majority of the Full Board. Advisory Board Members shall also attend and participate in Board meetings quarterly, without voting privileges. Appointed Board Members shall attend all Regular and Special Board meetings to conduct the business of ALVA.
A simple majority of Full Board members (counting Executive Committee and Appointed Board members), with at least two Executive Committee members in attendance, shall comprise a Board quorum for Board Meetings. A simple majority of the quorum is required to pass all Board motions. All members of the Full Board shall have voting privileges. Board members shall waive voting privileges and recuse themselves from discussions on issues before the Board in which they have a personal or financial stake. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 3: Conference Calls, Internet or Web Conferences
Members of the Board of Directors or any Committee designated by the Board may participate in a meeting of the Board or Committee by means of telephone conference, video conference, or similar communications, by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section shall constitute presence in person at said meeting.
The Board may also participate in a meeting of the Board or Committee by internet or web conference, email, internet listserv or similar technology, by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section shall constitute presence in person at said meeting. All actions that could be taken at a meeting where members of the Board or members of Committees would be physically present at the same time, may be taken during any meetings held by the means set out above unless otherwise restricted or prohibited herein.
Issues of strong and immediate Board interest may be voted upon by the Full Board through electronic mail (Email) outside of Board Meetings with notice and motion provided to all Full Board Members. For issues to pass by Email vote, the motion and action must receive a simple majority affirmative vote of a Board Email Quorum, which shall consist of all Full Board members (counting Executive Committee and Appointed Board members). Issues passed by electronic vote must be recorded in the minutes of the next Regular or Special meeting of the Full Board.
Section 4: Duties of the Executive Committee
The Executive Committee of the Board shall meet at least four (4) times per year at Regular Executive Committee Meetings and shall meet at least one (1) week prior to half of the Regular Meetings of the Full Board. The Executive Committee may meet at Special Executive Committee Meetings called for by the President or any two (2) members of the Executive Committee.
The Executive Committee shall honor and enforce all policies set by the Full Board and shall be the final arbiter and interpreter of all ALVA policies. The Executive Committee shall present pertinent matters of business to the Full Board.
The Executive Committee shall set the agenda for meetings of the Full Board. At the start of the board meeting, Appointed Board Members may place issues on the agenda.
The Executive Committee shall have the authority to act for the Full Board in the event of an emergency, notifying the Full Board of the decision or action taken within five (5) days or the next Regular Board Meeting, whichever is sooner. Emergency shall be defined as an event that requires immediate action before the next Full Board meeting that poses significant risk of damage or loss of property, loss of money or other financial instruments, triggering of emergency requirements under contractual obligations, substantial damage to ALVA’s reputation, or injury or death during an ALVA-sponsored activity.
Section 5: Duties of the President
The President shall serve as chair of the Board of Directors, and shall preside over all meetings of the Executive Committee and the Full Board.
The President shall prepare agendas for all Board and Executive Committee meetings, collecting and reporting all agenda items from Officers and Board members.
The President shall serve as the primary representative or liaison of ALVA to the broader community and other arts organizations. The President may designate other Board members to serve in the capacity of community representatives or liaisons.
The President shall submit grants on behalf of ALVA. The President shall seek approval of the Full Board for opening or closing accounts, and creating or terminating financial instruments. The President and Treasurer shall receive monies and maintain custody of all financial instruments and accounts on behalf of ALVA. The President and the Treasurer shall be responsible for all financial transactions, but may temporarily delegate authority to collect monies to other ALVA Members in good standing in the absence of the President and Treasurer.
Section 6: Duties of the Vice-President
The Vice-President shall perform the duties of the President in the absence of, suspension of, or at the request of the President or the Full Board. The Vice-President shall act as Parliamentarian at Board Meetings to resolve questions of meeting procedure. Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7: Duties of the Treasurer
The Treasurer shall report the financial status of ALVA to the Board at Regular Board meetings. The Treasurer shall maintain financial records of ALVA. The Treasurer shall prepare an annual calendar-year budget for approval of the Full Board in November for the upcoming year. The Treasurer shall solicit budget advice from the Executive Committee, Full Board and Advisory Committee prior to completion of the annual budget.
The Treasurer and President shall receive monies and maintain custody of all financial instruments and accounts on behalf of ALVA.
The Treasurer shall prepare all Federal, State and Local Tax returns and corporate documents and file them upon approval of the Full Board, unless voted on by the Board to contract tax preparation and bookkeeping services. The Treasurer shall hold all ALVA financial records for a period of seven (7) years.
Section 8: Duties of the Secretary
The Secretary shall keep minutes and other records of all Executive Committee and Full Board meetings of ALVA. Minutes shall be distributed to the Full Board and posted to the ALVA website. The Secretary shall notify Board Members of upcoming Regular or Special Board meetings at least 5 days in advance of the meeting. The Secretary shall maintain the archives of ALVA.
The Secretary shall serve as a member of the Marketing and PR Committee. The secretary will also assist with the official correspondence of the organization, monitoring e-mail traffic, keeping the organization's website current, and anything else that involves communication between ALVA and the broader community.
Section 9: Conflict of Interest Policy
Members of the Board of Directors shall not receive any compensation for their services as Directors. However this shall not preclude any Board Member from serving ALVA in any other capacity and receiving reasonable compensation for personal services actually rendered as allowed by law.
Fees paid to Board Members, Officers and their related interest for services provided to ALVA shall have a direct relationship to and be based solely upon the fair value of the services which meet the legitimate needs of ALVA, provided that the recipient of the fees has the expertise necessary to provide such services. No fees will be prepaid.
Any Member of the Board, Officer, or key employee of the corporation who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of their interest to the Board or committee prior to action on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction that might reasonably be adverse to the corporation’s interests.
The body to which such disclosure is made shall thereupon determine by a 2/3 vote of the Board Members entitled to vote, whether the disclosure shows that a conflict of interest is deemed to exist. The person with the potential conflict of interest shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information, or respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board or committee of the Board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation, and whether a quorum is present.
Board Members and Officers shall not accept a gift from a customer, person, or business seeking a business relationship with ALVA. This prohibition does not apply to gifts from relatives, food, or entertainment at a meal or business meeting, advertising or promotional materials of nominal value or gifts of nominal value on special occasions such as the Holidays. Nominal value is a value that would be within the ability of the recipient to reciprocate on a personal basis or with legitimate claim for reimbursement under similar circumstances. Any gift should be declined where there would be even the slightest implication of influence on future business dealings.
Should a Board Member experience conflicts of interest that are so numerous or so broad as to prevent him from carrying on his duties as director, the Board shall consider whether that director should continue to serve.
Section 1: Committee Appointments
The Full Board shall establish Committees and recruit volunteer Committee Members to implement the business of ALVA, as the Board may deem necessary from time to time. The Full Board shall appoint Committee Chairs for each Committee. Committee Chairs may be appointed from the General Public or Appointed Board Members. In the event that a Committee Chair is not a Member of the Appointed Board, the Full Board shall also appoint an Appointed Board member to serve as a Liaison Member of the Committee. The Appointed Board Member shall provide regular reports of the Committee’s activities to the Full Board at Regular Board Meetings.
Committees may implement policies with respect to their designated duties and responsibilities upon approval of the Full Board. The Full Board may revoke the positions of Committee Chairs or Committee membership for failure to abide by these Bylaws or policies approved by the Board.
Section 2: Standing Committees
The permanent Standing Committees of ALVA shall be: Executive Committee, Programming Committee, Volunteer Coordination Committee, Budget Committee, Marketing & PR Committee, Fundraising Committee, and every third year, the Nominating Committee. The duties of Standing Committees are determined by the Full Board. Standing Committees shall meet (at least) quarterly throughout the fiscal year, except for the Nominating Committee, which will meet six (6) months prior to Officer rotation, for the purpose of nominating the Executive Committee Officers of the next term calendar year.
Section 3: Special Committees
The Executive Committee may create temporary, Special Committees of ALVA whose duties shall not overlap with duties of the Standing Committees. Duties of Special Committees shall be enumerated and approved by the Full Board.
VIII. Executive Director
The Executive Director (ED) shall be the chief executive officer of the corporation. The Founder and President of ALVA will transition into this position at such time as ALVA has the funds to support a funded ED position. The Founder will leave the office of President of the Board of Directors at that time. The next ED shall be hired by a majority of the Members of the Board of Directors then in office. The ED shall have the authority and duty to manage the corporation’s programs and to operate the corporation’s facilities in accordance with the general policies and directions established by the Board of Directors and the Executive Committee. They shall be responsible to the Board of Directors. All other staff personnel shall be accountable to the Executive Director who shall hire and dismiss employees, define duties, and set workload limits. They shall supervise the daily operations of the employees and shall have such additional authority and duties as the Board of Directors, the Executive Committee or the President of the corporation shall from time to time prescribe. The Executive Director shall not be deemed an officer of the corporation. However, the Executive Director shall be an ex officio member of the Board of Directors and shall attend all regular meetings of the Board or any of its committees.
No Member of the Board of ALVA shall be liable to the Corporation for monetary damages for breach of fiduciary duty as a Board member, except for liability (i) for any breach of the Board Member’s duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Board Member derived an improper personal benefit. Any repeal or modification of this Article shall not adversely affect any right or protection of a Board Member of the Corporation existing at the time of such repeal or modification.
Each person now or hereafter a director, officer, agent or employee of ALVA (and their heirs, executors and administrators) shall be indemnified by ALVA against all claims, liabilities, judgments, settlements, costs and expenses, including all attorney’s fees and other expenses of litigation, imposed upon or reasonably incurred by them in conjunction with or resulting from any action, suit, proceeding or claim to which they are or may be made a party by reason of their acting for or involvement with ALVA (whether or not they were so acting or involved at the time such costs or expenses were incurred by or imposed upon them), except where such indemnification is prohibited by applicable law.
This right to indemnification shall include the right to reasonable advances against anticipated attorney’s fees and costs of litigation until a court of competent jurisdiction determines that such advances are prohibited by applicable law; the indemnitee shall not be required to repay such advances unless such a court determines that the advances are required to be repaid to avoid indemnification in violation of law.
In any proceeding brought by or in the right of ALVA there shall be no damages assessed against any officer or director of ALVA, unless such officer or director engaged in gross negligence or willful misconduct or knowing violation of the criminal law. The provisions set forth in this Article shall not be deemed exclusive of any other rights to which such officer or director may be entitled under the laws of the Commonwealth of Virginia.
XI. Amendment of Bylaws, Corporate Documents, or Dissolution
Section 1: Amendment of Bylaws
These bylaws may be amended by the Board at any time, provided each Member of the Board is given at least ten days notice in advance that such amendment shall be voted upon at a particular time, date and place during regular or special meeting. The notice shall contain an exact text of the proposed amendment. An affirmative vote of at least two-thirds of the Board Members present and voting at the meeting shall be required to amend these bylaws. The Amendment(s) shall be effective if and when approved by the Board.
Section 2: Amendment of Corporate Documents
ALVA's Certificate of Incorporation or other State or Federal corporate or tax status may be amended by a majority vote of directors present at any Board meeting, providing notice has been given ten (10) days in advance, whereupon a Certificate of Amendment or other relevant documents shall be executed by the President, Vice President and Secretary or Treasurer accordingly, after which such amendment shall be promptly filed with the relevant government agency.
Section 3: Dissolution of ALVA Corporation
In the event of the dissolution of ALVA, no part of the net earnings or assets of ALVA shall inure to the benefit of any ALVA Board members or other individuals; the assets and monies of ALVA shall be distributed to one (1) or more arts nonprofit organizations in the area of the Northern Shenandoah Valley which are in agreement with the mission and goals of ALVA.