BY LAWS OF

ARTS IN THE COVE, A FESTIVAL BY THE SEA

(Revised June 22, 2026)

The name of the organization shall be Arts in the Cove, A Festival by the Sea (“Corporation”).

The Corporation is organized in accordance with the Alaska Nonprofit Corporation Act, as amended, and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The Corporation has not been formed for the making of any profit or personal financial gain. No part of the assets, income, or net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, 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 its exempt purposes.

No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

The purpose of the Corporation is as follows:

Arts in the Cove, A Festival by the Sea is organized exclusively for charitable and educational purposes, including the planning, promotion, and operation of community arts, cultural, and educational events and activities, and the making of distributions to organizations qualifying as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE I. MEETINGS

Section 1. Regular meetings

Regular meetings of the Board of Directors shall be held no less than once per month, unless otherwise determined by the Board of Directors. Regular meetings shall be open to the public. The Board may establish reasonable procedures for public participation and public comment.

Members of the public may attend and observe meetings and may comment during designated public comment periods as determined by the President or Board.

Section 2. Special Meetings

Special meetings of the Board of Directors may be called by the President or by a majority of Directors. Special meetings may be closed to the public if personnel matter, legal matters, confidential financial matters, or other sensitive matters are discussed.

Section 2.1. Executive Session. The Board of Directors may, by a majority vote of the directors present at a meeting at which a quorum is constituted, resolve into an executive session to discuss sensitive, confidential, or proprietary matters.

• Authorized Topics: Discussion during an executive session shall be strictly limited to the following matters:
1. Personnel matters, including the employment, evaluation, compensation, discipline, or dismissal of employees, officers, or board members;
2. Consultation with legal counsel regarding pending, threatened, or potential litigation, or matters protected by attorney-client privilege;
3. The negotiation of contracts, real estate transactions, or commercial agreements where premature public disclosure would disadvantage the Corporation; and
4. Other highly sensitive matters where confidentiality is required to protect the privacy of an individual or the legal and financial interests of the Corporation.
• Attendance: Only members of the Board of Directors are entitled to attend an executive session. The Board may invite non-director individuals (such as the Executive Director, legal counsel, or specific staff members) to attend all or a portion of the session to provide information, provided that such individuals are bound by confidentiality. Any person whose individual conduct, performance, or discipline is the subject of the executive session shall be excluded from the session during deliberation and voting, except to provide testimony or statements as permitted by the Board.
• Minutes and Confidentiality: All matters discussed in executive session shall remain strictly confidential. General minutes shall be kept of the meeting, but they shall only record that the Board entered into an executive session, the general statutory or authorized purpose for the session, and any formal actions or votes taken. Detailed discussion or debate held during the executive session shall not be recorded in the general minutes. Minutes of the executive session shall be maintained separately, kept confidential, and made accessible only to the Board of Directors or as required by law.

Section 3. Notice Written

Notice of all meetings, whether regular or special, shall be provided under this section or as otherwise required by law. The notice shall state the place, date and hour of meeting, and if for a special meeting, and the purpose of the meeting. Such notice shall be sent electronically, at least 2 days prior to the meeting.

Section 4. Place of Meeting

Meetings shall be held at the principal place of business of the Corporation unless otherwise designated in the meeting notice.

Directors may participate in meetings through remote communication technology approved by the Board of Directors. Directors participating remotely shall be deemed present and entitled to vote, provided reasonable measures are taken to verify the identity of participating Directors and permit full participation.

Section 5. Quorum

A majority of the Directors currently serving shall constitute a quorum for the transaction of business.

Section 6. Voting and Procedures

The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law or these Bylaws.

The Board shall maintain written minutes of all proceedings and preserve them in the permanent records of the Corporation.

Section 7. Action Without Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a majority of Directors consent in writing or electronically to the action. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE II. BOARD OF DIRECTORS

Section 1. Authority and Duties

The affairs of the Corporation shall be governed and managed by the Board of Directors.

Section 2. Composition and Number

The Board of Directors shall consist of not fewer than five (5) nor more than eleven (11) Directors, including officers.

The Board may increase or decrease the number of Directors within these limits by majority vote.

Directors shall serve until resignation, removal, death, or replacement by vote of the Board of Directors.

No Director shall receive compensation for service as a Director unless approved by a two-thirds (2/3) vote of the Board. Any Director under consideration for compensation shall disclose the interest and abstain from discussion and voting.

Section 3. Election and Term of Office

The officers shall be elected annually at the first meeting of the Board of Directors. Each officer shall serve a one-year term or until a successor has been elected and qualified.

Section 4. Removal

Any Director or Officer may be removed, with or without cause, by a two-thirds (2/3) vote of the Board of Directors at a meeting called for that purpose, provided written notice of the proposed removal has been provided at least two (2) days prior to the meeting.

Section 5. Attendance

It is important to have full attendance at all board meetings to ensure a quorum is reached and business can be conducted. All directors will be expected to attend at least 70% of the meetings during a calendar year to continue to serve as a director on the board. Attendance can be in person or digital. If a director misses over 30% of the or greater than 3 unexcused absences, they will be asked to step into an advisory/ volunteer position.

Section 6. Vacancies

Any vacancy occurring on the Board of Directors, whether by resignation, removal, death, or otherwise, may be filled by majority vote of the remaining Directors.

Section 7. Resignation

Any Director may resign at any time by submitting written notice to the President, Secretary, or Board of Directors. Such resignation shall be effective upon receipt unless a later date is specified.

Section 8. Non-voting Members

The Corporation shall have non-voting members. Volunteers, community participants, and supporters may participate in activities of the Corporation but shall not possess governance authority or voting rights unless serving as Directors.

Section 9. Conflict of Interest

Any Director or Officer having a financial interest or conflict of interest in a matter before the Board shall disclose such interest prior to discussion and shall abstain from voting on the matter.

The Board may adopt a separate Conflict of Interest Policy as necessary to maintain compliance with applicable nonprofit laws and regulations.

Section 10. Board Professional Conduct and Code of Ethics

Directors and Officers of the Corporation shall conduct themselves in a professional, respectful, and ethical manner in all activities related to the Corporation, both during meetings and outside of meetings when representing or acting on behalf of the Corporation.

Board members shall:

(a) Act in Good Faith
Perform their duties in good faith, in a manner reasonably believed to be in the best interests of the Corporation.

(b) Maintain Professional Conduct During Meetings
Conduct themselves respectfully during meetings, allowing for productive discussion and differing viewpoints. Harassment, intimidation, disruptive behavior, abusive language, personal attacks, or conduct that interferes with the orderly operation of meetings shall not be permitted.

(c) Maintain Professional Conduct Outside of Meetings
Act in a manner that reflects positively upon the Corporation when representing the organization in public, online, in the community, or in communications with donors, volunteers, sponsors, contractors, partner organizations, government entities, and members of the public.

Board members shall not knowingly make false, misleading, defamatory, or malicious statements regarding the Corporation, its Directors, Officers, volunteers, partners, or activities.

Nothing in this section shall prohibit Directors from expressing differing opinions, raising concerns in good faith, or participating in respectful disagreement regarding organizational matters.

(d) Respect Confidentiality
Maintain confidentiality regarding sensitive personnel matters, board communication (online or otherwise), legal matters, financial information not approved for public release, and any confidential discussions.

(e) Due Process

Alleged violations of the Code of Conduct involving a Director or Officer shall be reviewed by the full Board of Directors at a properly noticed meeting.

No Director or Officer shall be the subject of disciplinary discussion in executive session without receiving prior written notice of the meeting and the purpose for which the executive session is being held.

The notice shall include:

• The specific conduct being reviewed;

• The section(s) of the Code of Conduct alleged to have been violated;

• The date, time, and purpose of the meeting at which the matter will be discussed.

The Director or Officer may provide testimony, information, or a statement prior to deliberation. Deliberation and voting may occur without the Director or Officer present.

No disciplinary recommendation shall be made until the Director or Officer has been afforded an opportunity to be heard.

(f) Violations
After deliberations, if it was found the individual or persons failed to uphold this Code of Conduct, it may be grounds for disciplinary action, including:

1. Informal conversation with president or vice president

2. Verbal warning from president or vice president

3. Written warning from president or vice president

4. Letter of reprimand or censure by the board

5. Removal proceedings pursuant to Article II, Section 4

Nothing in this section shall prevent the Board from proceeding directly to a more serious level of discipline when warranted by the nature of the conduct.

ARTICLE III. OFFICERS

Section 1. Officers

The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer and a Secretary. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person.

President/Chairman: The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and Executive Committee, if such a committee is created by the Board. The president has the authority to perform, or cause to be performed and delegate, while retaining supervisory responsibility and authority, the following duties; (a) deposit of all monies and the valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. (b) disbursement of all funds when proper to do so; (c) along with the secretary, post notices of all meetings; (d) certify any records, or copies of records. The President shall have any other powers and duties as may be prescribed by the Board of Directors.

Vice-President: The Vice President shall perform the duties of the President in the absence of the President and shall assist all executive officers in the discharge of their duties.

Secretary: The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors and Executive Committee. The Secretary shall have any other duties as may be prescribed by the Board of Directors.

Treasurer/CFO: The Treasure shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee. The Treasurer shall keep full and accurate accounts and perform the following duties; (a) deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors; (b) disbursement of all funds when proper to do so; (c) keep full and accurate accounts of all financial records of the corporation; (d) other duties as may be prescribed by the board of directors.

ARTICLE IV. COMMITTEES

Section 1. Executive Committee

The Executive Committee will be apprised of the President, Vice President, Secretary, Treasurer, and any other Board member that the Board of Directors elects to be on the Executive Committee. The Executive Committee shall have authority to meet and make on-going decisions between board meetings and shall have authority to make financial and budgetary decisions up to $250.

The Executive Committee shall not have authority to investigate, review, recommend discipline, or impose disciplinary action upon Directors or Officers.

Matters involving Director or Officer conduct shall be referred to the full Board of Directors.

Section 2. Community Partners Committee

A Community Partner Committee is hereby established as an advisory body to the Corporation. Membership is open to any non-voting member or volunteer wishing to further the Corporation’s mission through active participation in event operations, logistics, and organizational development. The Committee shall serve to communicate ideas and recommendations directly to the Board of Directors. Representatives of the Committee shall be invited to attend all regular Board meetings and functions in a non-voting, advisory capacity, but shall not be considered members of the Board of Directors.

Section 3. Other Committees:

The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise the authority of the board of directors or may be advisory committees. Committees can be comprised of non-board members. The Chairperson on said committees must be an elected Director and will report to the Board of Directors during regular meetings.

Section 4. Composition of Committees exercising board authority.

Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the board, or if no number is prescribed, of all Directors in office at that time.

Section 5. Quorum and Action

A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 6. Limitations on Powers of Committees

No Committee may authorize payments of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or sale, pledge, or transfer of all or substantially all of the corporations’ assets, may elect, appoint, or remove directors to fill vacancies on the board or on any of its committees, nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.

ARTICLE V AMENDMENT TO BYLAWS

The Bylaws may be amended, altered, revised or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting.

ARTICLE VI INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent of the law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE VII DISSOLUTION

The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to a charitable or educational organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors. Any remaining assets that were purchased and held for the purpose of use by the community will be given to the City of Coffman Cove to be continued to be used by and for the community of Coffman Cove.

CERTIFICATION

Carla Morrison, President of Arts in the Cove, A Festival by the Sea, hereby certifies that the foregoing is a true and correct copy of the revised bylaws of the above named organization, full adopted by the board of directors on June 22nd, 2026.

By: ________________________________________________

Carla Morrison, President

Date: __________________