Last Revised September 18, 2023

SECTION I: NAME
The corporation shall be known as the Jekyll Island Arts Association, Inc. The address of the Corporation shall be: P. O. Box 13201 Jekyll Island GA 31527.

SECTION II: PURPOSE (Revised March 2022)
The Corporation is a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The Corporation is organized exclusively for charitable purposes; its general purpose is the artistic, cultural, literary, and educational development of Jekyll Island, Glynn County, Georgia. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office; the Corporation shall not carry on propaganda, or otherwise attempt to influence legislation.

SECTION III: FISCAL YEAR
The fiscal year of the Corporation shall be January 1 through December 31, to agree with the calendar year.

SECTION IV: MEMBERSHIP (Revised December 2014)
A Member is an individual who has submitted the requested contact information and paid the annual dues as established by the Board of Directors. A quorum of the Members is twenty percent (20%) of the membership. The membership year shall be April 1 through March 31 of each year to facilitate class and festival participation.

SECTION V: BOARD OF DIRECTORS (Revised May 2017 and March 2022)
The governance of the Corporation shall be vested in a Board of Directors consisting of fifteen (15) elected Corporation members. A quorum of the Board of Directors is eight (8) Directors. In addition to the elected Directors, non-elected persons, including the immediate past president, a representative of each Section IX Guild and such other persons as the Board may designate shall serve as ex officio Directors. Ex officio Directors may introduce motions and participate in all Board deliberations but shall not vote nor be included in a quorum count. The unexpired term of a Director who resigns, or who is unable to complete his or her term, shall be filled by majority vote of remaining Directors.To stagger the terms of the Directors, five (5) Directors shall be elected by the Corporation members in December each year to fill the vacant positions of the Directors who have completed their term. A Director shall be elected to serve a term of three (3) years. Following the September Board Meeting, and no later than September 20th, the Secretary shall send to all Corporation Members, an invitation to put forward nominations for the positions of Board Director. These nominations from Members, together with accompanying nominee biographies and consent to serve, must be delivered to the Secretary by November 10. All communications relating to elections will be sent electronically to the Membership by the JIAA Postmaster and will contain instructions regarding how a response can be made.

Elections (Revised March, 2022)
The Secretary shall send the biographies of all nominees for Board Director to the Membership on or before December 1. The election will take place over a 5 day period during the second week of December and will be concluded no later than December 14. It will be conducted electronically unless the Board should decide otherwise. The five candidates receiving the greatest number of votes shall be elected to the Board of Directors. New Board members will assume their duties on the first day of the New Year.

SECTION VI: MEETINGS (Revised March,2022)
The Annual Meeting will be held virtually in December. At the Annual Meeting the election results for Director will be announced, the President will report on the State of the Association, and input from Members will be solicited. Special Meetings: Special Meetings of the Corporation may be called by the President or a majority of the Board and shall be held after notice to all Corporation members of the date, time and purpose of the Special Meeting. Board of Directors Meetings: The Board of Directors shall meet monthly from September through May on the dates and at the times determined by the Board.

SECTION VII: ELECTION OF OFFICERS (Revised March, 2022)
The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. All officers shall be Directors; officers shall be elected annually by the Board at the first Board Meeting of the New Year. All officers shall serve for a term of one (1) year commencing with their election. Officers may serve more than one term.

SECTION VIII: DUTIES OF OFFICERS
President: The President shall preside at the Annual Meeting of the Corporation, at any Special Meeting of the Corporation and at all Board of Directors meetings. The President, with the advice and consent of the Board, shall appoint all Committees of the Corporation and of the Board and shall exercise general supervision over all affairs of the Corporation. The President shall be a member ex-officio of all Committees.

Vice-President: The Vice-President shall assume and perform the duties of the President in the President’s absence or inability to serve. If the President’s office becomes vacant, the Vice-President shall succeed to that office for the remainder of the term.

Secretary: The Secretary shall keep a complete record of all proceedings and correspondence of the Corporation and of the Board. The Secretary shall send notices of meetings to the Members of the Corporation and to Directors as may be required. The Secretary shall perform all the usual duties of the office of Secretary.

Treasurer: The Treasurer shall keep a complete record of all Corporation monies received and expended. The Treasurer is responsible for the financial books and statements of the Corporation. The Treasurer shall perform all the usual duties of the office of Treasurer. An Assistant Treasurer may be appointed by the Treasurer and approved by the Board. The Treasurer, the Assistant Treasurer and the President are authorized to sign the checks of the Corporation. One signature only is required.

SECTION IX: GUILDS
An affinity group, all of whom must be Corporation members, may be organized as a Guild. A Guild shall be a subsidiary organization within the Corporation and shall produce its own organizing and governing documents subject to approval of the Board of Directors. A Guild shall elect such officers as it chooses, one of whom the Guild will designate as an ex officio Director of the Corporation. A Guild may plan and conduct its activities independent of Board approval but will conduct its affairs to conform with Corporation By-Laws and policies. A Guild shall operate on a financially self-sustaining basis; and may apply to the Board of Directors for nonoperating financial support. A Guild shall maintain records of its financial activity; annually at the end of the fiscal year or as requested by the Board, the Guild shall make written report of its finances to the Treasurer of the Corporation for inclusion in the financial records of the Corporation. A Guild may maintain bank accounts separate from Corporation bank accounts and may use the EIN (federal tax ID number) of the Corporation.

SECTION X: MAJOR ACTIVITIES
The Board, from time to time, may designate certain activities as a Major Activity. The Board will appoint a Corporation Member or a Director as Chairperson for the Major Activity; the Chairperson, if not a Director, shall become an ex officio Director. The Chairperson will name a co-Chairperson willing to succeed and to assume the duties of the Chairperson. The duration of a Major Activity may be more than one year and shall continue until the Major Activity is disbanded by the Board. A Major Activity may set and collect fees for participation, if appropriate, and, unless otherwise specified by the Board, will be revenue producing with expenses not to exceed revenue. If the Major Activity is not revenue producing, it shall submit an
annual request for financial support to the Board. A Major Activity shall conduct all financial transactions through the Treasurer of the Corporation.

SECTION XI: COMMITTEES
Executive Committee: The Executive Committee is a permanent Committee consisting of the officers of the Corporation: The President, the Vice-President, the Secretary and the Treasurer. A quorum of the Executive Committee is three officers; a majority vote of the officers’ present is required to adopt an action. The Executive Committee shall act on behalf of the Board of Directors on matters requiring action before the next scheduled Board meeting. The Executive Committee may approve expenditures up to $1,250 per request with a cumulative limit of $7,500 per fiscal year. Other Committees: The President, from time to time, may appoint committees
from the Board and the Corporation membership to oversee or conduct specific activities and operations of the Corporation. The appointment of a committee shall include the designation of a Chairperson and a specific limit on the financial obligations to be incurred by the committee. A committee shall conduct all financial transactions through the Treasurer of the Corporation.

SECTION XII: AMENDMENT OF BY-LAWS
These By-Laws may be amended at any regular meeting of the Board of Directors by the affirmative vote of ten (10) Directors.

Revision/Update Register May 4, 2015:
By-Laws Update ~ December 7, 2015: Section V Revision
May 8, 2017: Section V Revision
March 21, 2022: Revision/Update Sections II, V, VI and VII 

September 18,2023: Update Section XI