By-Laws of the Sioux Empire Arts Council (SEAC)
As Approved November 13, 2006

ARTICLE I. NAME

The name of this Association is the Sioux Empire Arts Council, incorporated under the Corporation Laws of the State of South Dakota on August 22, 1969, as a non-profit corporation.

ARTICLE II. PURPOSE

The purpose of this council is to initiate, aid, encourage, advise and correlate such activities dedicated to the promotion of cultural arts in the Sioux Falls area, and to integrate such activities into the life of the area. The mission of the Council is to foster the arts through service, education, advocacy, and coordination.

ARTICLE III. MEMBERSHIP

All individuals or organizations paying the applicable annual dues are general members of the Council. Members may be notified of monthly Board meetings, and be kept informed of Council activities. Members may become voting directors on the Board pursuant to these bylaws.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. New Board Director Terms

A. The Board of Directors shall consist of not less than 12 voting positions.
B. No Director shall serve more than two consecutive three-year terms, and shall have a minimum of a one-year absence from the Board of Directors after serving two terms.
C. New Board Directors are elected by a quorum of the Board at any regular or special meeting prior to January 1. Board terms and responsibilities begin January 1st.

Section 2. Vacancies Board Director Terms

A. The Board of Directors may fill vacancies as they occur. Board duties will begin immediately with the new Director filling out the term of their predecessor, after which time they are eligible to begin serving two three-year terms as described in Section 1B above.
B. The only exception to the two three-year term policy is that of the ‘termed out’ President of the Board. This Director may serve on the Board ex officio for one additional year.

ARTICLE V. OFFICERS

Section 1.

The officers of this corporation shall consist of the President, Vice President, Secretary, and Treasurer. This slate of officers shall be elected at the Annual Meeting by a majority of the Board members present.

Section 2.

The Executive Committee shall consist of the officers of the corporation, including the immediate past President who serves for one year.

Section 3.

The officers shall be chosen from the Board of Directors for a term of one year. The President may not serve more than two consecutive terms.

Section 4.

Duties of officers:

A. President. The President shall preside at all meetings of the Council and the Board of Directors and shall have general supervision of the affairs of the corporation.
B. Vice President. The Vice President shall, in the absence of the President, perform the duties of the President and such other duties as may be assigned by the Board of Directors.
C. Secretary. The Secretary shall perform the duties generally associated with the office of Secretary and such other duties as may be assigned by the Board of Directors.
D. Treasurer. The Treasurer shall perform the duties generally associated with the office of Treasurer and such other duties as may be assigned by the Board of Directors.

ARTICLE VI. MEETINGS

Section 1.

Annual Meeting. The Annual Meeting of the Sioux Empire Arts Council should be held during the month of January each year. It is at this meeting that Officers will be elected by a majority of the Board members present. In addition to the Annual Meeting other meetings of the General Membership may be called, as necessary, by the President, by a majority of the officers, or by the written request to the President of at least ten of the Directors.

Section 2.

Executive Committee Meetings. The Executive Committee may meet outside of the scope of regularly scheduled meetings of the Board. However, no actions may be taken by the Executive Committee that have not been presented to the Board of Directors. All minutes of Executive Committee meetings shall be distributed to the full Board.

Section 3.

Board of Directors Meetings. There shall be no less than ten meetings of the Board of Directors annually.

Section 4.

Notice of all meetings of either the Board of Directors or the General Membership of the Council shall be given at least 10 days before the date of the meeting. Notice to all members of the corporation of the Annual Meeting shall be given 30 days before the meeting.

A. Six Directors shall constitute a quorum for any Board of Director’s meeting.
B. Those members of the Council attending shall constitute a quorum for the Annual Meeting.

ARTICLE VII. STAFF

The Board of Directors may hire an Executive Director deemed necessary to oversee and direct policies and programs established by the Board of Directors. Staff appointments, salary and hours will be decided at the recommendation to the Board by the Nominating and Executive Committees who will work together to search for and hire individuals meeting the needs of the organization. An annual review will be conducted for the Executive Director by the Executive Committee. Annual review for staff will be conducted by the Executive Director and results reviewed with the Executive Committee. The Executive Committee, with recommendation from the Executive Director, will be responsible for termination of staff as deemed necessary.

ARTICLE VIII. COMMITTEES

The Board of Directors or the President may create committees deemed necessary and shall appoint committee Chairs. Conversely, committees no longer deemed necessary may be dissolved by the Board of Directors or the President.

ARTICLE IX. NOMINATIONS

The President shall appoint a Nominating Committee to present candidates for election of Directors and officers.

ARTICLE X. DUES

Directors on the Board shall be dues-paying members of Sioux Empire Arts Council.

ARTICLE XI. RULES OF ORDER

The rules contained in the Revised Robert’s Rules of Order shall govern the Council and the Board of Directors in all cases to which they apply in which they are not inconsistent with the Bylaws.

ARTICLE XII. AMENDMENTS

The Bylaws of this corporation may be amended or revised by the Board of Directors at any meeting by the affirmative vote of at least two-thirds of the Directors present or by at least two-thirds of the members present at the Annual Meeting or at any regular or special meeting, provided that the notice of such meeting contains a summary of the proposed amendment or amendments.