ATTACHMENT 3
THE CHAPEL HILL PUBLIC ARTS COMMISSION BY-LAWS
ARTICLE I: NAME
The name of the organization is the Chapel Hill Public Arts Commission.
ARTICLE II: AUTHORITY AND SCOPE
The Chapel Hill Public Arts Commission, hereafter known as “the Commission,” is charged with the task of enhancing and enlivening the community through public art; promoting public appreciation of the arts; and advising the Town Council on art-related issues, including management and administration of the Town's Percent for Art Ordinance.
The Chapel Hill Town Council shall appoint a Board of Directors with up to fifteen (15) individuals who have special knowledge, interest or expertise in the arts.
For purposes of all relevant policies of the Governmental Accounting Standards Board, the Commission is a component unit of government of the Town of Chapel Hill.
ARTICLE III: OFFICE
The principal office of the Commission shall be located in the Town of Chapel Hill in the County of Orange in the State of North Carolina.
ARTICLE IV: MEMBERSHIP
Section 1. Designation
The individuals comprising the Commission shall be designated Board Members of the Commission, hereinafter referred to collectively as the Commission and individually as Board Members.
Section 2. Selection and Term
All Board Members of the Commission are appointed by the Chapel Hill Town Council for a term of three years. The fifteen (15) initial members of the Commission named in the Articles of Incorporation shall be appointed in staggered terms by the Chapel Hill Town Council.
Section 3. Parliamentary
Authority
All matters will be decided by a simple majority vote.
Section 4. Number of Terms Served
Board Members may serve two (2) consecutive terms and then may be reappointed after an absence of one (1) year.
Section 5. Attendance
Attendance shall be governed by the policy that three (3) consecutive, unexcused absences of any Board Member will be considered notice of termination.
Section 6. Vacancies
For the purpose of filling vacancies, the Commission shall submit names for each Board vacancy to the Chapel Hill Town Council. The Town Council may appoint Board Members from the recommended list or from applications made directly to the Town Council. Past service and experience with the Commission shall be considered in the nomination process.
Section 7. Resignation/Termination
Any Board Member may resign at any time by delivering written notice of such resignation to the Chair of the Commission. A person appointed in place of the Board Member who resigned shall serve three years from the date of appointment.
A Board Member may be terminated by a recommendation to the Chapel Hill Town Council and a vote of the Council to terminate the Board Member.
ARTICLE V: OFFICERS
Section 1. Designation and Number
The officers of the Commission shall include the Chair and Vice-Chair or Co-Chairs if designated as such (Chairs to include hereafter mentioned Co-Chairs), the Treasurer and the Recording Secretary. Other officers may be elected from time to time, if the majority of the Commission determines it to be necessary or desirable for the efficient administration of the Commission. The officers of the Commission shall be the Executive Committee.
Section 2. Legal Counsel
The Commission may retain private legal counsel.
Section 3. Approval of Officers and Terms of Office
Each officer of the Commission shall be elected for a one (1) year term and may be re-elected as desired by the Commission in accordance with the rules set forth in these by-laws. The term of office for each officer shall coincide with the Commission’s fiscal year (July 1 - June 30).
Section 4. Special Appointment of Officers
An officer may be appointed by a simple majority of the Commission to fill a vacancy or to serve a shortened term. This may be done at any time during the year with an expiration date of the appointment(s) so made coinciding with the Commission’s fiscal year (July 1 - June 30).
Section 5. Resignation or Termination of Officers
An officer may resign by filing a written resignation with the Chair. An officer may be removed from office by a 2/3 vote of the remaining Board Members of the Commission at a regular meeting, or a special meeting called for that purpose, provided that in case of a special meeting, the notice of the meeting shall specify the purpose thereof.
Section 6. Duties
a) The Chair of the Commission shall be the Chief Executive Officer of the Commission. The Chair shall preside at all full commission meetings, shall sign all documents requiring an official signature on behalf of the Commission, including its annual report to the Chapel Hill Town Council. The Chair shall see to it that the transaction of all commission business is in accord with any applicable law, these by-laws and the conflict of interest statement identified in Article X. The Chair shall recommend and the Commission shall approve Chairs and Board Members to serve on the various standing and special committees of the Commission. No pronouncements made by the Chair as spokesperson or representative of the Commission shall obligate or commit the Commission except as provided by these by-laws or as otherwise specifically authorized by the Commission.
b) The Vice-Chair or Co-Chair shall act in the absence of the Chair to conduct meetings or otherwise perform such duties as may be delegated by the Chair of the Commission.
c) The Secretary of the Commission shall be responsible for taking minutes during Commission meetings. Committee Chairs shall be responsible for taking minutes during Committee meetings. All Commission records and minutes shall be kept at the office of the Commission and shall be open to inspection by the public at reasonable times.
d) The Treasurer shall be responsible for keeping of all necessary financial records to ensure oversight of the financial and other assets in the care of the Commission and, as applicable, to satisfy all Town of Chapel Hill ordinances applicable to Town resources and assets.
e) The Commission shall be responsible for bonding the Treasurer in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control on the Treasurer’s death, resignation, retirement, or removal from office. The corporation shall pay the cost of such bond.
ARTICLE VI: COMMITTEES
The Chair of the Commission with the approval of the Commission shall create such standing and special committees as may, from time to time, be deemed necessary. The Chair of the Commission shall appoint from two (2) to seven (7) persons to each committee. These appointees may include non-voting community members who are not Board Members as long as there are at least three (3) Board Members on the committee, one of which shall be the committee chair.
The Nominating Committee shall be an ad-hoc committee, constituted as needed to recommend new Commission appointments and officers of the Commission. Its duties shall be as follows:
a) The Nominating Committee shall submit recommendations for officers to the Commission in writing and in advance of the meeting at which these recommendations are to be acted upon. Candidates other than those nominated by the committee may be nominated from the floor.
The Commission shall make an annual report of its activities to the Chapel Hill Town Council. It shall also submit any other reports requested or required by the Chapel Hill Town Council.
ARTICLE VIII: MEETINGS OF THE COMMISSION
Section 1. Public Meetings
All meetings and business of the Commission shall comply with all requirements of the North Carolina Open Meetings Law and any amendments thereto.
Section 2. Regular Meetings
Regular meetings of the commission shall be held monthly (unless waived by the majority of the Commission) at such place within the Town of Chapel Hill as shall be determined by the Commission Chair and the Commission.
Section 3. Special Meetings
Upon the call of the Chair, or any four Board Members or a vote by the Commission, other meetings of the full Commission may be held at any time upon notice by letter, telegram, telephone, e-mail or in person, sent at least forty-eight (48) hours before such a meeting to each Board Member. All notices shall be in compliance with North Carolina Law.
Section 4. Quorum
A simple majority shall constitute a quorum for the transaction of business at Commission meetings.
Section 5. Formal Action
Every act done or decision made by a majority of the Board Members present at a meeting duly held at which a quorum is present shall be regarded as the act of the Commission.
Section 6. Informal Action
If necessary, any action which may be taken at any meeting of the Commission may be taken without a meeting if recorded telephone or written consents and dissents of all Board Members are filed with the records of the meetings of the Commission. Such recorded or written response shall be treated for all purposes as a Commission vote.
Section 7. Agenda
The agenda for all meetings of the Commission shall be prepared by the Chair. Additional agenda items may be proposed by any Board Member of the Commission. Copies of the agenda shall be sent to Board Members no later than 48 hours prior to the date of the meeting.
Section 8. Conduct of the Meeting
All meetings shall be open to the public, but participation in discussions by members of the public shall be at the discretion of the Chair of the meeting together with a simple majority vote of the Commission. The agenda shall be followed to the extent possible, but other matters may be considered with a simple majority vote of the Commission.
Section 9. Public Appearances and Requests
Any Chapel Hill resident or organization shall be entitled to request to appear before the Commission. Such request shall be made in writing and shall be delivered to the Commission office at least seven (7) days before the day of the regular meeting of the Commission with a copy mailed to the Chair. The written communication shall include all relevant facts concerning the personal appearance or request. Scheduling of the appearance or the request shall be at the discretion of the Chair and the Executive Director.
Section 10. Records
Minutes and records of the business conducted at all meetings of the Commission shall be kept and shall be open for public inspection. The Minutes and records of each meeting shall be subject to approval by the Commission and shall be signed by an officer of the Commission, usually the Secretary. The Minutes shall be forwarded to each Board Member prior to the next subsequent meeting for approval and action at such subsequent meeting.
ARTICLE IX: COMPENSATION
No Board Member or member of its Committees shall receive compensation for services rendered as a Commission or Committee member, but by resolution of the Commission may be reimbursed for expenses associated with their duties.
ARTICLE X: CONFLICT OF INTEREST
The Commission agrees to adopt the Conflict of Interest Policy of the Town of Chapel Hill as it appears now or as amended in the future.
ARTICLE XI: ADMENDMENT OF THE BY-LAWS
These by-laws may be amended, added to, or repealed by a two-thirds (2/3) vote of the full Commission.
However no amendment may be adopted that will abrogate Sections 2, 3, 4, and 10 of the Articles of Incorporation of the Corporation or which will jeopardize the tax exempt status of the Corporation under the laws of the United States or the State of North Carolina.
ARTICLE XII: NONDISCRIMINATION
The Commission agrees to adopt the Nondiscrimination Policy of the Town of Chapel Hill as it appears now or as amended in the future.
ARTICLE XIII: INDEMNIFICATION AGAINST LIABILITY
The Commission shall indemnify and hold harmless each person who shall serve at any time hereafter as a Board Member or officer of the Corporation from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a Board Member or officer of the Corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such Board Member or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability. The rights accruing to any person under the foregoing provisions of this Section shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The Corporation, its Board Members, officers, employees, and agents shall be fully protected in taking any action or making any payment, or in refusing so to do, in reliance upon the advice of counsel. The Board Members of the Commission shall, within its sound business judgment and discretion, have the power to purchase and maintain insurance on behalf of any person who is or was a Board Member, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Board Member, officer, employee, or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
ARTICLE XIV: WAIVER OF NOTICE
Whenever any notice is required to be given to any Board Member under the provisions of the North Carolina Non-Profit Corporation Act in North Carolina General Statute 55A or under North Carolina General Statute 55 dealing with Private Corporations or under the provisions of the charter or bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE XV: DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the code as the Board of Directors shall determine, or to federal, state, or local governments to be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.