SaddleBrooke HOA #2

Charter and Bylaws
SaddleBrooke Fine Arts Guild

ARTICLE I

NAME

  1. The name of the organization shall be the SaddleBrooke Fine Arts Guild, a non-profit organization, hereafter referred to as the Guild.
     
  2. Fine Arts are defined as the creation of original art using the following media: oil, watercolor, pastel, acrylic, drawing, colored pencil, collage, printmaking, photographic art, mixed media, fabric/fiber art, ceramic art, and sculpture (carving, chiseling, modeling, assemblage, and/or metal casting).

ARTICLE II

OBJECT

  1. The purpose of the Guild is to encourage art appreciation, to enhance skills at all levels and to increase public awareness. Our goal is to meet the needs of individual artists and support the use of a variety of media in original artwork.

  2. The Guild seeks to provide classes, workshops, demonstrations, lectures, open studios, art shows, exhibits, receptions, and a web site.

  3. The Guild shall sponsor Outreach programs to the community.

ARTICLE III

AUTHORITY AND LIMITATIONS

  1. The Guild is organized and is designated as a non-profit organization and will operate in full compliance with the bylaws of SaddleBrooke Homeowner’s Associations 1 and 2, hereafter referred to as SaddleBrooke HOA 1 and HOA 2.

  2. The Guild will neither conduct business, nor obligate funds in the name of either SaddleBrooke HOA1 or 2.

  3. The Guild is designated as an instrument of both SaddleBrooke HOA1 and 2.

  4. Neither the Guild or SaddleBrooke HOA 1 and 2 shall be held liable for the loss, damage or malicious mischief to any fine arts works on display in the clubhouses, arts and crafts centers or in public places. Such liability is the sole responsibility of each fine arts owner.

ARTICLE IV

MEMBERS

  1. Membership shall be open to any SaddleBrooke homeowner or renter of HOA1 or 2 or SaddleBrooke Ranch having a current membership card.

  2. Membership in the Guild will NOT be based on age, race, color, religion, sex or national origin.

  3. The annual dues have been determined by the Guild membership at $15 per year. The dues membership year is September 1 to August 31 with a deadline of November 1. Dues are payable in advance and renewed in September each year. First time members, joining the Guild after May 1st, will receive memberships throughout the current year and the next membership year.

  4. Annual dues, once paid, are non-refundable and active membership continues so long as one’s Guild and HOA dues are current.

  5. Active membership shall commence upon payment of the initial membership dues. Active membership shall continue so long as payment of annual Guild dues and Homeowner’s Association dues are current and shall terminate when either of the above dues fall in arrears.

  6. Any member shall be entitled to present issues and ideas and vote at any regular or special membership meeting of the Guild.

  7. Elected Board members and chairpersons are entitled to vote at the Executive Board meetings. All Guild business shall be determined by a majority of those present and voting at Executive Board meetings.

  8. Guild members shall receive advance notification of classes, workshops, demonstrations, and events via e-mail. SaddleBrooke residents may also obtain this information via the Guild’s website and local newspapers.

  9. Non-residents are ineligible for membership in the SaddleBrooke Fine Arts Guild. Non-resident participation in classes may be accommodated only on a space-available basis after members’ demand for classes has been satisfied. Non-members may not participate in free activities provided for the membership, such as Summer Workshops, Critiques, and Open Studio.

ARTICLE V

OFFICERS

  1. The elected officers shall be the President, Vice President, Secretary, Treasurer, and Member at Large. These officers shall constitute the Executive Board Officers and shall serve a one year term with the option of serving a maximum of two consecutive terms. The Member at Large, however, may serve indefinitely. Members may only hold one office at any time. Any officer except president may also chair a committee.

  2. The Executive Board shall be the governing body of the Guild and shall manage, conduct, and control the affairs and business of the Guild between meetings of the active members.

  3. The President has discretionary power to appoint committees or individuals to facilitate, organize, and implement programs, special activities, communications, social functions, and investigate future projects.

  4. Officers shall receive neither salary nor any other compensation for their services.

  5. Elected and appointed chairpersons shall make decisions and adopt interim rules and regulations as they deem appropriate when these are consistent with Guild bylaws. These rules shall be entered in the addendum section of the committee records. The Board shall approve any changes in rules and regulations.

ARTICLE VI

NOMINATIONS AND ELECTIONS

  1. The President in early January shall appoint a Nominating Committee of three members annually, none of which shall be existing officers. The slate of officers proposed by the committee shall be posted at least two weeks prior to the March election meeting. Following the presentation of the committee’s slate at the meeting. Nominations may be made by club members not on the nominating committee with the written consent of the person being nominated. These nominations shall be made available to the members at least fourteen (14) days prior to the election. Where there is only one nomination for an office, that person shall be declared elected.

  2. When there is more than one nomination for an office, voting shall be by written ballot. Write-in votes shall not be considered valid, such persons not having been nominated. The Nominating Committee shall serve as the Ballot committee. Election to office shall be by majority vote of active members present and voting at the March meeting.

  3. There shall be a joint meeting of the outgoing and incoming Boards held after the March Election meeting and before March 31 to exchange written reports, records, and procedure books.

  4. The incoming officers shall take their respective positions effective April 1.

ARTICLE VII

GOVERNING BODY

  1. The governing body of the Guild is the Board of Directors, hereinafter referred to as "the Executive Board", which consists of the following elected officers: President, Vice-President, Secretary, Treasurer and Member-at-Large.

  2. It shall be the duty of the Executive Board to conduct, manage and control the affairs and business of the Guild between meetings of the general membership.

  3. Meetings of the Board will be held on the third Monday of the month from August through May to conduct the business of the Guild. All Board meetings shall be open to the general membership except those that pertain to disciplinary hearings. Meetings pertaining to disciplinary hearings or sensitive issues shall be held by the Executive Board at the discretion of the President. Notice of board meetings shall be posted in advance.

  4. A quorum at the Board meetings shall be a majority of the voting members present. A majority vote shall prevail. In case of a tie, the President’s vote is the deciding factor.
     
  5. An officer may be relieved of office by a majority vote of those in attendance at a pre-announced regular or special Guild meeting for malfeasance of office or behavior considered to be contrary to the proper discharge of the obligations and responsibilities of the office.

  6. Vacancies of Board members will be elected by a majority vote of the members of the Executive Board with the exception of the office of President. The Vice President automatically assumes the office of President.

  7. There shall be a joint meeting of the outgoing and incoming Guild Boards held after the election meeting and before the next regular meeting.

  8. All Board Members, upon retiring from office, shall deliver all records and other Guild property to their successors.

ARTICLE VIII

DUTIES OF OFFICERS

  1. President:


    1. Shall be the chief administrator of the Guild and shall preside over all Regular and Executive Board meetings.
       
    2. Shall be ex-officio member of all committees, except the nominating committee

    3. Shall appoint special committees; and at the direction of the Executive Board shall appoint Chairpersons of standing committees.

    4. Shall appoint an Advisory Committee of past presidents to meet on an as-needed basis.

    5. Shall appoint a committee of (3) to audit the outgoing treasurer’s books.

    6. Shall schedule facilities for monthly program meetings, board meetings and any other recurring sessions.
       
    7. Shall present an agenda of items that need to be addressed at all Executive Board and Regular Guild meetings as needed.

    8. Shall read the Treasurer’s report in the absence of the Treasurer at meetings.

    9. Shall send updates to the Phone/Source book and Homeowners Associations after officer elections.

  2. Vice President:


    1. Shall assist the President and shall perform the duties of that office when the President is absent.

    2. Shall work closely with all committees.

    3. Shall be responsible for prepublication review of all articles.

      `
  3. Secretary:


    1. Shall record the minutes of Board meetings and special meetings where business is conducted; provide official e-mail copies to all board members and heads of committees.

    2. Shall be in charge of all records of the Guild other than the Treasurer’s or President’s.

    3. Shall be responsible for correspondence as required by the members of the Board.

    4. Shall make available any nonfinancial reports required by either Homeowner’s Association Board. Shall retain minutes and records for 3 years.

  4. Treasurer:

    1. Shall be the chief financial officer and shall pay all bills owed by the Guild and reimburse moneys spent by members for approved Guild events within one month of receipt.

    2. Shall present a financial report at each meeting of both the Board and monthly program meetings when required or requested.
       
    3. Shall make available any financial reports required by either Homeowner’s Association Board.

    4. Shall maintain the official membership list.
       
    5. Shall keep an up to date e-mail, address, unit, phone number, and favorite medium list of all current members.
       
    6. Shall send an updated membership list to board members and standing committee chairpersons upon request and send information necessary to update board membership lists as new members join.

    7. Shall maintain a budget line for the Outreach Program, Fine Art Shows and other major events.

  5. Member-at-Large:

    1. Shall perform such duties as assigned by the Executive Board.

  6. The Chairpersons of the standing committees shall attend the board meetings.


ARTICLE IX

COMMITTEES

  1. All committees shall report activities to the Executive Board so that board is up-to-date. Expenditures, over $100, shall be pre-approved by the board. Standing Committee Chairs shall maintain an up-to-date procedure book that shall describe the duties of the Chairperson and the committee. The Chairperson of each committee selects members of that committee. The Executive Board appoints/reappoints standing committee chairs by March 31 of each year. Chair vacancies shall be appointed by the Executive Board.

  2. The approved standing committees are: Education, Facilities, Class Registrar, Art Show, Publicity, Program, Outreach, Clubhouse and Activity Center Galleries, Window Gallery, Communications, Recreation and Activities Rep, Special Projects, Website, Sunshine and All Media Critique.

    1. Education:

      1. Shall schedule the Topaz Room or other rooms as required.

      2. Shall interview and obtain instructors for workshops and classes.

      3. Shall make available to members the objectives, supply lists, procedures, and level of classes or workshops.

      4. Shall insure that upcoming events and facility information be published on the website, in the Topaz Room, and/or local newspapers.

      5. Shall maintain a list of available and qualified teachers.

      6. Shall coordinate and work with the Guild Executive Board and representatives of HOA1 and HOA2.

      7. Shall be responsible for obtaining facility and instructor confirmations.

      8. Shall ensure the Live Model Class has petty cash to maintain funding of model fees.

    2. Facilities:

      1. Shall be responsible for maintaining the Topaz Room in good working order by requesting repairs, additional equipment, and needed improvements.

      2. Shall create an ambiance conducive to art instruction and inspiration.

      3. Shall ensure the room is equipped with appropriate equipment.

      4. Shall conduct an annual room cleanup.

      5. Shall maintain and oversee the Guild’s art library and bulletin board.

      6. Shall accept donations and add to inventory.

      7. Shall maintain an inventory list of equipment.

    3. Class Registrar:

      1. Shall be responsible for student registration tracking, confirmation, and instructor payment or student refunds when required.

    4. Art Show:

      1. Shall be responsible for location, organization, publicity, finances (registration fees and expenses), and implementation of art shows.

    5. Publicity:

      1. Shall be responsible for publication of the activities of the Guild to local newspapers and to keep the public informed. All Articles shall be submitted to the Vice President
        for approval prior to publication.

      2. Shall help with Art Show publicity when requested.

    6. Program:

      1. Shall be responsible for arranging speakers, demos, and videotaped programs for monthly program meetings and possible field trips to galleries September through May.

      2. Shall ensure an honorarium is paid to guest speaker when required.

    7. Outreach:

      1. Shall arrange classes and coordinate instructors for Outreach programs.

      2. Shall coordinate with the Board regarding Outreach budget items.

    8. Clubhouse Gallery:

      1. Shall be responsible for displaying members’ artwork on a rotational basis in the Javalina Room and Road Runner Grill hallway.

      2. Shall keep an accurate list of items on display.

    9. Activity Center Gallery:
      1. Shall be responsible for securing, selecting, and installing themed artwork on a rotational basis in the Activity Center.

      2. Shall ensure that artists sign an HOA#1 liability agreement.

    10. Topaz Window Gallery:

      1. Shall be responsible for soliciting and displaying Artist of the Month’s works and organizing a summer display.

      2. Shall be responsible for notifying the Publicity chair of upcoming selected Artists.

    11. Communications:

      1. Shall be responsible for communicating to Guild membership any pertinent announcements via e-mail that have been approved by the President or Vice President.

    12. Recreation and Activities Representative:

      1. Shall represent the Guild on the Recreation and Activities Committee regarding facilities and participation in community activities.

    13. Special Projects:

      1. Shall be appointed for specific tasks by the President with outcomes reported to the Board.

    14. Website:

      1. Shall maintain an up-to-date website for the Guild.

      2. Shall ensure web-hosting fee is paid.

    15. Sunshine:

      1. Shall be responsible for Social Correspondence; i.e. thank you notes, get well cards, etc.

      2. Shall organize refreshments and arrange cleanup for monthly program meetings.

    16. All Media Critique:

      1. Shall organize and attend monthly sessions in the Agate Room or alternate location.

ARTICLE X

FISCAL AND FINANCE

  1. Fiscal Year: The accounting year shall be September 1 through August 31.

  2. Audits: An annual audit of Treasurer’s books shall be made by a committee of three appointed by the President. The Audit shall be made by sixty (60) days after the fiscal year and shall be reported to the membership at the next regular meeting. If the assets in the treasury of the Guild should exceed $5000 or at the request of the HOA#2 Board, the audit shall be submitted to the HOA#2 Board within ninety (90) days of the close of the Guild’s fiscal year.

  3. Expenditures: In the month prior to the beginning of each fiscal year, committees shall prepare operating budgets for the coming year and submit them to the Board for review and approval Budget information shall also include any expenditures made in the prior year. The Treasurer shall provide budgetary information to the appropriate chairpersons as requested. Budgets are made available to the membership upon request. Any expenditure not identified previously that is above $100 shall also require Board approval. Unbudgeted expenditures above $250 require approval of the attending members at a general meeting.

  4. Records: All receipts and expenditures of the Guild funds shall be reflected in a single bank checking account. All expenditures shall be itemized in a permanent record available for the scrutiny of the fiscal review team and club members. Financial records shall be retained for seven years.

  5. Membership shall be responsible for fiscal liability incurred by the Guild if the Guild fails to discharge its obligations properly.

  6. Compensation: No member of the Guild shall receive any compensation for services rendered to the organization.

ARTICLE XI

MEETINGS

  1. Membership/ Program meetings shall be held on the first Tuesday of every month September through May.

  2. Meetings of the Board will be held on the third Monday of the month from August through May to conduct the business of the Guild.

  3. Special meetings may be called at any time by the President or by any two members of the Executive Board provided prior notice of such meeting has been given. A majority vote of those in attendance shall prevail.

                            ARTICLE XII

PARLIAMENTARY AUTHORITY

  1. Robert’s Rules of Order shall be the authority on all questions of parliamentary law unless in conflict with these Bylaws, HOA#1 and #2 governing documents, or with the laws of the State of Arizona.

ARTICLE XIII

AMENDMENTS

  1. These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at a regular, special or annual meeting of the Guild provided written notice of each proposed amendment, or proposed new bylaw, has been posted two (2) weeks prior to the meeting.

  2. All proposed amendments to these bylaws are subject to final approval by HOA#1 and #2.

  3. All proposed amendments to these Bylaws are to be sent to the HOA #2 Recreation and Activities Committee for review and then they will be sent to the SaddleBrooke HOA #2 Board of Directors for final approval.

  4. All new charters or proposed amendments are to be submitted in electronic format using Microsoft Word software, to the HOA #2 Recording Secretary, Diane Flores, diane.flores@robson.com .

ARTICLE XIV

MEMBERSHIP AND GUESTS

  1. The Club must maintain an active membership of at least fifteen (15) members to have proprietary use of HOA #2 facilities.

  2. Non-residents are ineligible for membership in SaddleBrooke HOA #2 sanctioned Clubs.

  3. Guests may attend club events only as stipulated by the SaddleBrooke HOA #2 Rules and Regulations, Article 6.

ARTICLE XV

DISSOLUTION

  1. All remaining Guild cash will be equally divided between SaddleBrooke HOA #1 and HOA #2 upon dissolution.

  2. Dissolution is mandatory when the membership drops below 15 paid and active members.

  3. Dissolution will not be initiated until all outstanding debts are satisfied. The President may direct use of any and all assets to satisfy outstanding debts, provided the majority of the Guild membership has voted for the President to do so.

  4. If dissolution is contemplated, the membership, and HOA 1 and 2 Boards must be notified at least two weeks in advance of the meeting date and time.

  5. All members must be advised that they are liable for any debts incurred by the Guild and must satisfy them prior to the Guild’s dissolution.

 

Adopted by Membership: __________________________________
                                                           (Date)

Amended by Membership: _________________________________
                                                            (Date)

 

                       SIGNATURES

______________________________________________          ___________________________________________________
Club President  (please print)                            Club Secretary     (please print)

Phone Number:__________________________________ Phone Number:_______________________________

E-mail:___________________________________________ E-mail:_________________________________________

____________________________________________________     __________________________________________________
Club President  (signature)               (date)            Club Secretary  (signature)           (date)

 

                                                                             REVIEWED/APPROVED 

 

______________________________________          ____________________________________________
Recreation and Activities Committee    (date)         SaddleBrooke HOA #2 Board                 (date)

 

 

Revision Dates:

 

 

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