Arts in the Cove

BY LAWS OF

ARTS IN THE COVE, A FESTIVAL BY THE SEA

(Revised March 13, 2025)

The name of the organization is Arts in the Cove, A Festival by the Sea. The organization is organized in accordance with the Alaska Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributed to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:

Arts in the Cove, A Festival by the Sea is organized exclusively for charitable, and educational purposes, including, for such purposes, the making and 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 organization is organized exclusively for purposes pursuant to 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 once a month and/or at a date or time determined by the Board of Directors. All regular meetings shall be open to the public. The public may listen and comment on all issues brought up within a regular meeting but cannot vote on any issues.

Section 2. Special Meetings

Special meetings and executive meetings may be requested by the President or the Board of Directors and may be a closed to the public.

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 organization’s principal place of business unless otherwise stated in the notice. Board members may participate in any meeting of board members by means of remote communication to the extent the Board of Directors authorizes such participation. Participation by means of remote communication shall be subject to such guidelines and procedures as the Board of Directors adopts. Board members participating in a board meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) to verify that each person

participating remotely is a board member, and (2) to provide such board members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the board members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings

Section 5. Quorum

A majority of the directors shall constitute a quorum at a meeting.

Section 6. Procedures

The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these by-laws for a particular resolution. The Board shall keep written minutes of its proceedings in its permanent records.

Section 7. Action by Consent

Any action required by law to be taken at a meeting of the board, or any action which may be taken at a board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors on paper or electronically. In some cases, as determined by the Board, action may be taken by authorized officers of the corporation.

ARTICLE II. BOARD OF DIRECTORS

Section 1. Duties

The affairs of the corporations shall be managed by the Board of Directors.

Section 2. Number of Directors

The Board of Directors shall consist of the Executive Board and up to 11 directors. The number of Directors may be increased or decreased by amendment of these bylaws. No member of the board shall receive compensation for services as a board member unless approved by a 2/3 majority of the board of directors. The member who is being considered for compensation shall abstain from the vote.

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

A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other causes, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 5. Resignation

Any director may resign effective upon giving written notice to the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 6. Membership

Membership is free and all volunteers and/or community members of Coffman Cove, AK, as well as the board of directors, will be considered members.

ARTICLES 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) dispersement 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) dispursement 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

Section1. 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 make on-going decisions between board meetings and shall have authority to make financial and budgetary decisions.

Section 2. 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 3. 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 4. 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 5. 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

Julie Ashe, Secretary of Arts in the Cove, A Festival by the Sea, hereby certifies that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on February ____, 2025.

By: 

Date:_________________________

Julie Ashe, Secretary