Bylaws – Clarksville Arts & Heritage Council

ARTICLE ONE

Purpose and Administration
The CLARKSVILLE ARTS & HERITAGE COUNCIL (hereinafter referred to as AHC) is a duly chartered nonprofit corporation for the State of Tennessee, existing for the purpose of supporting and strengthening the community’s art, culture, and heritage. The office and contact for the Executive Director is at City Hall, One Public Square (P.O. Box 555), Clarksville, Tennessee, 37040.

The intent of the AHC is service and programs that work to increase the capacity of arts and heritage organizations to provide programs, activities, and facilities for citizens and to encourage a climate in which arts and heritage endeavors can thrive.

The AHC is organized exclusively for charitable, educational, religious or scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the AHC will inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the AHC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the AHC will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these articles, the AHC shall not carry any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by a corporation, contributions to which are deductible under Section 1 70(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code.)
Upon dissolution of the AHC, assets will be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, i.e. charitable, educational, religious or scientific, or corresponding section of any future Federal tax code, or will be distributed to the Federal government, or to a state or local government for a public purpose.

ARTICLE TWO

Board of Directors
The Board of Directors shall be composed of not more than fifteen (15) members, which shall include the four (4) principal officers of the Board, a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer. Representatives from the Austin Peay State University Center of Excellence for the Creative Arts, VisitClarksville, Customs House Museum, and Gateway Chamber Orchestra may also serve as ex-officio members. The term of office for regularly appointed Board members shall be three (3) years. No member may serve more than two consecutive terms. Board members who have served on the Board previously may be reappointed after a minimum three-year (one-term) absence from the Board.

Members are chosen by a formal process that begins with an application submitted to the Board at the first possible meeting for review and voted on by the Board at the next possible meeting. The Board will then suggest these new members to the Mayor of Clarksville, who will recommend members to the City Council for approval. All terms of office for Board members, including vacancies that occur outside the regular selection calendar, will begin in January and will be for the full three-year term whether filling a position opened by resignation or by expiration. Board members are required to be members of the corporation.

ARTICLE THREE

Meetings
The Board shall hold regular monthly meetings. Special meetings may be called by the Chairperson. Members who miss three consecutive meetings, without excuses, will be asked to resign from the Board.

A majority of the Board shall constitute a quorum. Once a quorum is established, a simple majority of the Board members present may take official action on behalf of the Board.

Whenever the Board of Directors is required or permitted to take any action by vote, such action may be taken electronically by a majority of the Board, setting forth the action so taken.

ARTICLE FOUR

Officers
The Officers of the Board will be the Chairperson, Vice-Chairperson, Secretary, and Treasurer. A nominating committee appointed by the Chairperson will present a slate of officers to be voted on by the entire Board. Officers will serve a one-year term from January through December.

Chairperson
The Chairperson will be selected and appointed by the Board of Directors. The Chairperson will preside at all meetings of the Board and will have general supervision of the affairs of the Board, will sign contracts and other instruments authorized by the Board, will make reports to the Board of all actions taken, and will perform such other duties instant, necessary, and proper to the office.

Vice-Chairperson
The Vice-Chairperson will be selected and appointed by the Board of Directors. The Vice-Chairperson will assume the duties of the Chairperson in the Chairperson’s absence. In the event of a vacancy in the office of Chairperson, the Vice-Chairperson will not assume the office Chairperson, but a new Chairperson will be selected and appointed in accordance with the proceeding provisions of these bylaws.

Secretary
The Secretary will be selected and appointed by the Board of Directors. The Secretary will be responsible for assuring that appropriate minutes are kept and maintained of all Board meetings, as well as any and all Executive Committee meetings, and that such minutes are communicated to the Board as deemed appropriate by the Board. The Secretary will also act as corresponding secretary on behalf of the Board at the request of the Board Chairperson.

Treasurer
The Treasurer will be selected and appointed by the Board of Directors. The individual holding the office of Treasurer may not also simultaneously hold the position of Executive Director of the AHC. The Treasurer will be responsible, in consultation with the administrative assistant, for maintaining accurate and adequate financial records of the Organization, and for reporting such financial matters to the Board at any and all of its meetings and/or to the Executive Committee at any or all of its meetings as is deemed appropriate by the Board or as regards the Executive Committee or the presiding Chairperson.

ARTICLE FIVE

Committees
The Board may designate such standing or temporary committees as it deems necessary to carry out its purposes. The Chairperson shall appoint members to serve on such committees and shall appoint the Chairperson of each committee. If a Finance Committee is appointed, the treasurer shall serve as Chairperson of the Finance Committee. Non-Board members may serve on committees as deemed necessary by the committee chairperson.

Executive Committee
An Executive Committee will be appointed and will consist of the Officers of the Board and a Board Member-at-Large who will be selected and appointed by the Board. The Member-at-Large will serve on the Executive Committee for a term not to exceed three (3) years. The Executive Committee will possess and exercise the powers of the Board of Directors in the interim between Board meetings. All actions taken by the Executive Committee will be reported to the entire Board at its next meeting.

The Executive Committee composed of Board officers plus a Board member-at-large, may employ an Executive Director and other professional assistance for the operation of the central office with powers and duties established by the Executive Committee. No such employee may simultaneously be a member of the Corporation Employees of the Corporation cannot simultaneously be Board members. The Executive Committee will supervise the staff and operation of the central office, certifying to the Board of Directors as to the efficient management and fiscal responsibility thereof.

Executive Director: Evaluation and Contract Procedures
The Executive Committee is charged with annual evaluation of the Executive Director which must be completed by the end of the fiscal year. In association with the Finance Committee, the Executive Committee determines appropriate contract provisions for future years and includes those contract provisions in the minutes. Salaries will be voted upon by the Executive Committee and brought to the Board of Directors for a final vote. In the event of a vacancy, the Executive Committee and up to three additional members appointed by the Chairperson will serve as a search committee to find a suitable candidate for the Executive Director post.

The Executive Director will be an ex-officio member of the Board with full voting rights except in final decisions related to salary and contract provisions.

ARTICLE SIX

Conduct of Meetings
All Board and committee meetings will be conducted according to the provisions of Robert’s Rules of Order Revised unless the Board waives such rules or adopts other rules it considers appropriate.

ARTICLE SEVEN

Amendment of Bylaws
These bylaws may be amended only by a majority vote of the Board of Directors and at any meeting of such Board, provided five days’ notice of the proposed amendment has been given in writing.

ARTICLE EIGHT

Endowment Fund
The Board of Directors may appoint a Committee to be known as the Endowment Fund Committee, subject to the provisions of Article Five above, to accept, manage, account for and disburse the principal and income from an endowment fund for the following purposes consistent with the purposes of the AHC under 50l(c)(3) of the Internal Revenue Code, that is:

1. To act as a conduit to receive funds from those who wish to contribute to establish and fund the endowment fund to serve the Clarksville, Montgomery County cultural and charitable activities carried on in those communities;

2. To solicit and raise funds for other charitable activities serving Clarksville, Montgomery County;

3. To solicit, raise funds and act as a conduit to receive funds for the encouragement, enhancement and promotion of cultural arts in all ways permitted by Section 501(c)(3) of the Internal Revenue Code as may be amended from time to time;

4. To receive funds and other such donations to be a part of a perpetual endowment fund from which the income may be paid to participants in all aspects of cultural arts to encourage, enhance and promote cultural arts in all ways permitted by Section 501(c)(3) of the Internal Revenue Code, within the Clarksville, Montgomery County area;

5. To do such other and further charitable activities as may be consistent with the foregoing.

The Endowment Fund Committee will report to the Board of Directors and will have the following powers consistent with the Articles of Incorporation of AHC:

1. To apply, hold, administer, invest and disburse such funds and properties of any kind or character as from time to time may be given to it by persons or entities absolutely or in trust, as the case may be; employ and retain proper employees, agents, experts, consultants, accountants, counselors, advisers and investment advisers for the proper accepting, holding, administering, investing and disbursing of such funds and properties of any kind or character; and in general to do all things that may appear necessary and useful in accomplishing these purposes;

2. To use all assets and earnings of the endowment fund of the AHC exclusively for enhancement of the cultural arts or other charitable purposes, including the payment of expenses necessarily incident thereto; and no part of such assets and earnings will ensure to the benefit of any employee, officer or member of the AHC or any other individual except in payment of reasonable compensation for services actually rendered or expenses necessarily incurred;

3. To have authority, and it will be its duty, to hold and apply the corpus and income of any donation, grant, devise or bequest or any part thereof in such manner as may have been stipulated or provided in the instrument creating such donation, grant, devise or bequest;

4. To have authority to sell, mortgage, pledge, lease or exchange all or any part of the real or personal property of the funds of the endowment fund of the AHC subject to the supervision of the Board of Directors and unless otherwise specifically provided in the AHC Articles of Incorporation, at such prices and upon such terms and conditions as it may deem best; and it may invest and reinvest its funds in any such loans or securities, or in any such real or personal property as it may deem suitable and prudent for the investment of trust funds, although such investments are not approved as investments for trustees under the laws of the State of Tennessee;

5. To borrow money and make and issue bonds, notes, contracts and other evidence of indebtedness therefore, and by proper resolution duly adopted by the Members of the Board of Directors, to secure payment thereof by authority provided above.

The policy of investment of the endowment fund will be determined in consultation with the Board of Directors and will be subject to amendment by the Board of Directors. Subject to review and approval by the Board of Directors, the Endowment Fund Committee may from time to time disburse income from the endowment fund investments consistent with the foregoing in a manner supportive of the cultural arts of the Clarksville, Montgomery County area.

Revised July 28, 2023