Art and Soul Innovations, Inc.
A Wisconsin Corporation
Section 1.01 Name. The name of the non-profit Corporation is Art and Soul Innovations, Inc. Art and Soul Innovations shall hereafter be referred to in this document as ASI or “the Corporation.” The Corporation is organized under the General Corporation Law of the State of Wisconsin. If any of these sections conflict with Wisconsin State law or incorporation laws, they are invalid.
Section 1.02 IRC Section 501(c)(3) Purpose. The Corporation is organized exclusively for one or more charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The purposes of the Corporation shall be to adhere to ASI’s mission statement and other purposes approved by board of directors and authorized by chapter 181 of the Wisconsin Statutes.
ASI’s mission statement is as follows: Art and Soul Innovations encourages artistic expression, personal development, and leadership in lesbian, gay, bisexual, transgender, queer/questioning and allied youth by supporting the youths’ original works and by helping the youth to educate their peers and the community through the presentation of those works.
Section 1.03 Specific Objectives. The specific objective of ASI shall be to strive to assure that each youth member of every community of the United States is valued and respected regardless of sexual orientation, gender identity/expression, or any other self identity. We believe that such an atmosphere engenders a positive sense of self, which is the basis of educational achievement and personal growth. ASI seeks to develop climates where difference is valued for the positive contribution it makes in creating a more vibrant and diverse community. We welcome any and all individuals, regardless of sexual orientation or gender identity/expression, who are committed to this philosophy.
Section 1.04 Participation. No participant may act as a representative of the Corporation without explicit approval of the board of directors. The Corporation is not liable for the words or actions of any participant or other contributor unless explicitly approved by the board of directors.
Board of Directors
Section 2.01 General. ASI shall be governed by an appointed board of directors (ASI board). It is the duty of the ASI board to carry out the purposes and objectives of the Corporation.
Section 2.02 Duties of the Directors. It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
(b) Demonstrate support for ASI’s cause;
(c) Formulate and approve an annual budget and all fund-raising projects for the Corporation.
(d) Make special appropriations that are necessary to efficiently maintain the Corporation.
(e) Set both short and long range objectives to accomplish the Corporation’s stated purpose(s).
Section 2.03 Board Composition and Tenure. The ASI board of directors shall be comprised of four (4) to nine (9) directors. Four (4) of these ASI board directors shall be elected to serve as officers of ASI. Each officer will serve a term of one (1) year. Each non-officer director will serve a term of two (2) years. No limit shall be placed on the number of successive terms an individual may serve as a director.
Section 2.04 Qualifications. Directors will meet all legal qualifications as defined by the state of Wisconsin. The ASI board of directors may, at its discretion, determine additional qualifications for directors consistent with these bylaws.
Section 2.05 Compensation. Directors shall serve without compensation but shall be entitled to reimbursement of out-of-pocket expenses, as approved by the board.
Section 2.06 Regular Quarterly Meetings. Regular quarterly meetings of directors shall be held in January, April, July, and October. The president will preside over the meetings. Each officer will deliver a report at each regular meeting, of the activities of that office in person, by proxy, or by mail.
Directors will be appointed by the board of directors at the regular meeting held in October. Each director will have one vote for each position. The candidates receiving the highest number of votes shall be appointed to serve on the board.
Section 2.07 Special Meetings. Special meetings of the board of directors for any purpose may be called by the president or a majority of the board.
Section 2.08 Notice of Meetings.
(a) Regular Quarterly Meetings. Notification of the time and place of regular meetings of the board of directors must be provided to the Corporation’s email list at least ten (10) days before the meeting. These meetings will be held in January, April, July, and October each year.
b) Special Meetings. Notification of special meetings of the board must be presented to the board of directors, by either the president or secretary, not less than five (5) days prior to the meeting.
Section 2.09 Quorum. A simple majority of voting board members, including 50 percent of officers, shall constitute a quorum for the transaction of business at any meeting of the board. If at any time during the meeting, fewer directors than required for a quorum are present, no other business may be conducted.
Section 2.10 Conflict of Interest. Directors shall not conduct private business in any manner which places them at a special advantage because of their association with the Corporation. In case of a clear conflict of interest, the director will be excused from voting on an item so constituted. The Corporation’s complete conflict of interest policy is presented in a separate document.
Officers of the Corporation
Section 3.01 Qualifications. Any officer of the Corporation must be a current member of the board of directors. No individual may serve as both an officer and a paid staff member at the same time.
Section 3.02 Officers and their Duties. The officers of the Corporation and their rights and responsibilities are as follows:
(a) President. The president is the principal executive of the board of directors. The president coordinates and manages the business activities of the Corporation; leads all meetings of the board of directors and all general, specific, or annual meetings of the Corporation.
(b) Vice-President. The vice-president assumes the duties and responsibilities of the president in his or her absence.
(c) Secretary. The secretary records the minutes of all meetings of the Corporation and the board of directors. The secretary also maintains all official records and correspondence.
(d) Treasurer. The treasurer maintains the financial records of the Corporation and follows generally accepted accounting procedures. The treasurer has authority to receive and disburse funds for authorized expenditures and is responsible to the board of directors for all financial transactions.
One person may not hold more than two offices simultaneously. The offices of president and vice-president, president and secretary, or president and treasurer may not be combined.
Section 3.03 Election and Term of Office. The officers of the Corporation are elected by the board of directors at the October meeting. Any director may nominate any other director for office. Each director will have one vote for each office. An officer’s term will be for one (1) year and shall continue to serve until such time as a successor has been duly elected, or until such officer’s removal or resignation. No limit shall be placed on the number of successive terms a director may serve as an officer.
Section 3.04 Removal. Officers who fail in their required duties under these bylaws, municipal, state, or federal law may be replaced. Any officer may be removed only during a board of director’s meeting and in the presence of a quorum.
Section 3.05 Vacancies. Vacancy of an officer shall exist on the death, resignation, or removal of an officer. Any vacancy of an officer occurring on the board, shall be filled for the unexpired portion of the term at a special meeting called by the board.
Section 3.06 Compensation. Officers shall be entitled to reimbursement for out-of-pocket expenses, as approved by the board.
Section 4.01. Qualification. Any individual may be appointed to a staff position, based on their qualifications. No individual may serve as both an officer and a paid staff member at the same time.
Section 4.02. Term of Appointment. Staff will serve at the will of the board.
Section 4.03. Removal. Any staff member may be removed using a just cause standard by the affirmative two-thirds vote of the board whenever, in the judgment of the board, such removal would serve the best interests of the Corporation.
Section 4.04. Job Descriptions. Staff members shall perform in accordance with such job descriptions as the board may from time to time adopt.
Section 4.05. Compensation. Staff may be compensated for their services. Any compensation offered shall be determined by the directors.
Section 4.06. Board Actions. Staff may serve as members of the board; however, staff members shall not vote on and may be excluded from any discussions relating to staff remuneration, staff disciplinary measures, or other staff-related items, as determined by the directors.
Section 5.01 Executive Committee. The officers can be designated as an executive committee by the board of directors who may delegate to such committee the powers and authority of the board, in the management of the business and affairs of the Corporation.
Section 5.02 Committees of the Board. The Corporation shall have such other committees as may, from time to time, be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 5.03 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors or executive committee. Changes in the context of such bylaw provisions may be made as are necessary to substitute the committee for the board of directors, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee.
Execution of Instruments, Deposits, and Funds
Section 6.01 Execution of Instruments. The board of directors, except as otherwise provided in these bylaws, may, by resolution, authorize any officer or agent of the Corporation to handle finances and contracts. This authorized officer or agent may enter into any contract or execute and deliver any instrument. Authority may be general or limited to specific instances; and unless authorized by the board, no officer or agent has the power to bind the Corporation by any contract, engagement, or pledge to render it liable for any purpose or amount. All authorizations must be in writing.
Section 6.02 Deposits, Checks and Notes. All funds of the Corporation will be deposited in the Corporation name in such banks, trust companies, or other depositories as selected by the board of directors. The president or treasurer may endorse, assign, and deliver checks, drafts, and other payment orders payable to the Corporation. Checks and notes for expenses pre-approved by the board may be signed by a single officer. Checks and notes for expenses over $200 that are not pre-approved shall be signed by the treasurer and countersigned by the president of the Corporation.
Section 6.03 Gifts. The board of directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or device for the nonprofit purposes of this Corporation, following applicable policies and procedures.
Corporate Records, Reports, and Seal
Section 7.01 Maintenance of Corporate Records. The Corporation shall keep at its principal office:
(a) Minutes of all meetings of directors, committees of the board, indicating the time and place of holding such meetings;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
(c) A copy of the Corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the directors.
IRC 501(c)(3) Tax Exemption Provisions
Section 8.01 Limitations on Activities
(a) This Corporation was organized exclusively for charitable, religious, educational, literary, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.
(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes. No substantial part of the activities of the Corporation 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 Corporation shall not carry on 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, as amended, or (b) by a Corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, as amended.
(c) Upon the dissolution of the Corporation, the board of directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all 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, religious, or scientific purposes as shall at the time qualify as an-exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any such assets not disposed of shall be disposed of by the circuit court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Amendment of Bylaws
Section 9.01 Amendment. These articles may be amended, altered, or repealed by an affirmative vote by two-thirds of the voting members of the board of directors, at any regular meeting. This includes votes by proxy or by mail.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this Corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of the 7 preceding pages, as the bylaws of this Corporation.
Brian Wild – President
Callen Harty- Vice President
Darlene Harbick – Secretary
Susan Slotten – Treasurer
Heather Renken – Board Member
Sol Kelley-Jones – Board Member