ARTICLE ONE

Purpose

The CLARKSVILLE-MONTGOMERY COUNTY ARTS & HERITAGE DEVELOPMENT COUNCIL (AHDC) is a duly chartered non-profit corporation for the State of Tennessee, existing for the purpose of supporting and strengthening the community’s art, culture, and heritage. The intent of the AHDC is service rather than programs. It will work to increase the capacity of organizations to provide programs, activities, and facilities for citizens and to encourage a climate in which arts and heritage endeavors can thrive.

The AHDC 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 AHDC shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the AHDC 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 AHDC shall 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 AHDC 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 AHDC, assets shall 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 shall 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. 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 one-year absence from the Board. New board members will be appointed as vacancies occur. The current board will suggest possible new members to the Mayor of Clarksville, who will recommend members for the City Council to approve.

ARTICLE THREE

Central Office

The principal office of the Corporation shall be at Customs House Museum and Cultural Center, 200 South Second Street, (P.O. Box 555), Clarksville, Tennessee, 37040.

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. The Executive Committee shall supervise the 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 work of the Executive Director and, in association with the Finance Committee, determining appropriate contract provisions for future years and including those contract provisions in the minutes. The salary so determined shall be separately voted upon by the Executive Committee and reported to the Board of Directors. 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 Executive Director.

ARTICLE FOUR

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, and 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 without a meeting upon written consent, setting forth the action so taken, and signed by a majority of the Board.

Vacancies on the Board of Directors occurring for any reason shall be filled by appointment of the Chairperson and approved by the Board. Members are chosen by an application process to be submitted to the board at the first meeting for review and voted on by the board at the following meeting. The board will then suggest these new members to the Mayor of Clarksville, who will recommend members for the City Council to approve.

The annual meeting of the Board of Directors shall be held without notice other than in these bylaws at the regularly scheduled Board meeting to be held in the fall of each year at such place and time as determined by the Board of Directors. At such meeting, the Board of Directors shall select and appoint Directors to succeed those whose term of office is expiring and shall select and appoint Officers to serve until their successors are chosen. Officers and Directors shall take office the first meeting in January of each year.

ARTICLE FIVE

Officers

The Officers of the Board shall be the Chairperson, Vice-Chairperson, Secretary, and Treasurer.

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

Vice-Chairperson. The Vice-Chairperson shall be selected and appointed by the Board of Directors. The Vice-Chairperson shall 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 shall not assume the office Chairperson, but a new Chairperson shall be selected and appointed in accordance with the proceeding provisions of these bylaws.

Secretary. The Secretary shall be selected and appointed by the Board of Directors. The Secretary shall 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 shall also act as corresponding secretary on behalf of the Board at the request of the Board Chairperson.

Treasurer. The Treasurer shall 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 AHDC. The Treasurer shall be responsible 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 SIX

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 shall serve as Chairperson of the finance committee. Non-Board members may serve on committees as deemed necessary by the committee chairperson of each committee.

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

ARTICLE SEVEN

Conduct of Meetings

All Board committee meetings shall 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 EIGHT

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 NINE

Endowment Fund

The Board of Directors may appoint a Committee to be known as the Endowment Fund Committee, subject to the provisions of Article VI 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 AHDC 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 shall report to the Board of Directors and shall have the following powers consistent with the Articles of Incorporation of AHDC:

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 AHDC 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 shall ensure to the benefit of any employee, officer or member of the AHDC or any other individual except in payment of reasonable compensation for services actually rendered or expenses necessarily incurred;

3. To have authority, and it shall 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 AHDC subject to the supervision of the Board of Directors and unless otherwise specifically provided in the AHDC 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 shall be determined in consultation with the Board of Directors and shall 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 26, 2012