(Amended 2004)

 

Article I
Name
1.0 The name of this non-profit organization shall be The Consortium of Black Organizations and Others for the Arts, herein referred to as COBA.
Article II
Object
2.0 The object shall be to serve as a conduit to enhance public awareness of the diversity in the arts; to promote knowledge and understanding of the arts with special emphasis on the arts of African-Americans and Africans.
Article III
Members
3.1 A member in good standing is one whose current dues and assessments are paid and who meets the requirements of these By-Laws.
3.2 Regular classes of membership are: organizational and individual. Organizations and individuals interested in the objectives of COBA may be admitted to membership.
3.3 Special classes of membership may be designated by the Board of Directors.
Article IV
Dues and Finance
4.1 Annual dues shall be an amount established by the Board of Directors.
4.2 Membership dues categories shall be established by the Board of Directors.
4.3 Dues shall be payable on the anniversary date of the membership.
4.4 A proposed budget shall be submitted by the Executive Committee to the Board of Directors at the first meeting following the Annual Meeting.
4.5 An Auditor shall examine the books for the Treasurer and shall submit a written report at the Annual Meeting.
4.6 The Fiscal Year shall be from January 1 through December 31.
Article V
Officers of the Board of Directors
5.1 Each Officer shall have been a member in good standing of the Board of Directors for at least one (1) year prior to election.
5.1a
The elective Officers shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. These Officers shall assume office at the close of the Annual Meeting following their election, and shall serve for a term of one year or until their successors are elected and assume office. An Officer may serve in the same office more than one term. In the event an officer is not performing their duties as specified in the By-laws the Board of Directors may vote to have that position vacated by that person.
5.1b
The appointed Officers shall be a Parliamentarian, an Historian and a Chairman Emeritus. These Officers shall serve until their successors are appointed.
5.2 Officers shall perform such duties as are set forth in the parliamentary authority and these By-Laws.
5.2a
The Chair shall
  1. be Chief Executive Officer of the organization and manage the fiscal aspects of the organization.
  2. preside at all meetings of the membership, the Board of Directors and the Executive Committee
  3. sign all authorized contracts and other obligations approved by the Board of Directors in the name of the organization
  4. appoint, subject to Board approval, Chairs of all Committees and a Parliamentarian
  5. be, Ex-Officio, a member of all Committees
  6. manage the activities of the Executive Director
  7. perform such other duties as may be proposed by the Board of Executive Committee
5.2b
The Vice-Chair shall
  1. serve as Assistant to the Chair
  2. in the absence or inability of the Chair to serve, perform the duties of that office
  3. keep all records of the organization, except those assigned to other Officers
  4. sign, with the Chair or other Officer(s) designated by the Board, all authorized contracts
  5. perform such other duties as assigned by Board or Chair
5.2c
The Secretary shall
  1. be responsible for taking, distributing and maintaining Minutes of all Board, Executive Committee and regular Meetings of the organization
  2. prepare and distribute such correspondence as may be required by the Chair, Board or Executive Committee.
5.2d
The Correspondent Secretary, in the absence or inability of the Secretary to serve, shall perform the duties of that office.
5.2e
The Treasurer shall
  1. be responsible for the supervision and safe-keeping of all funds and securities of the organization
  2. chair the Budget and Finance Committee
  3. perform all duties incident to the position and such other duties as may be proposed by the Board or Executive Committee
5.2f
The Parliamentarian shall serve in an advisory capacity to the Chair, the Board and, upon request, to Committees and individuals.
5.2g
The Historian shall
  1. prepare a written history of the activities of the organization during the current year to be presented at the Annual Meeting
  2. shall maintain a file of newspaper articles, programs, etc. of COBA and COBA member”s activities.
5.2h
The Chairman Emeritus shall
  1. act in an advisory capacity to the Board
  2. may vote on all decisions before the Board
  3. may chair the Advisory Board
  4. may attend all regular scheduled Board meetings however shall not be considered as a part of the quorum.
Article VI
The Executive Director
6.1 There shall be an Executive Director as determined by the Board under the advisement of the Executive Committee.
6.2 The Board of Directors shall appoint, employ or dismiss the Executive Director.
6.3 The Executive Director shall report to the Chair of the Board.
6.4 The duties and responsibilities of the Executive Director shall be to work with the COBA Board of Directors and supervise COBA Staff, pursuant to the job description, under separate document.
6.5 The Executive Director shall employ or dismiss other members of the Staff.
6.6 The Executive Director shall be an Ex-Officio member of all Committees of the Board.
Article VII
Meetings
7.1 There shall be at least two (2) meetings of the general membership, held at a time and place designated by the Board of Directors.
7.1a
An Annual Membership Meeting for the election of Directors and Officers, and other business that may be appropriate for such a meeting, shall be held in June.
7.2 A quorum at Membership Meetings shall be those present plus a majority of the Board of Directors.
7.3 All Members shall be entitled to one (1) vote at the Annual Meeting or any meeting where voting is required.
Article VIII
Board of Directors
8.1 The property, affairs and continued development of COBA shall be the responsibility of the Board of Directors. The Board of Directors sets all policy for the organization.
8.2 All Board of Director Members shall be a member in good standing of COBA who is at least eighteen (18) years of age and otherwise qualify under this Article.
8.3 The Board of Directors shall consist of no more than fifteen (15) members; vacancies shall be filled at each Annual Membership Meeting for a term of three years.
8.4 A Director upon having completed two (2) three-year terms shall be ineligible for re-election for a period of one (1) year. A Board Member having served two terms may be eligible to serve on the Advisory Board or on a Committee.
8.5 In the event of a vacancy on the Board of Directors, such vacancy may be filled for the remainder of such term by the Executive Committee with the approval of the Board of Directors at a regular or special Board Meeting.
8.6 Regular Meetings of the Board of Directors shall be held between the months of September and June each year, on such dates and at such times and places as may be fixed by the Board.
8.7 Board Members are required to attend all Board Meetings. After three (3) unexcused absences, the Executive Committee will notify the Board Member in question and determine the Board Member”s eligibility as a future Board Member. The Executive Committee”s decision will then be presented for ratification.
8.8 Special meetings of the Board may be called by the Chair, the Vice Chair or three (3) Directors.
8.9 One half of the sitting Board of Directors plus one member including 2 officers shall constitute a quorum. If a quorum is not present, the Board of Directors present may adjourn the meeting, without notice other than announcement at the meeting. If a member of the Board is unable to attend a regular meeting, that member shall notify the Secretary or Treasurer of his or her non-attendance two (2) days in advance of the meeting.
8.10 Exclusions and procedures for indemnification shall be guided by State (Arizona) Statute and shall be abided by pursuant to the laws of this State (Arizona).
8.11 The Founder and Co-founders will be life members of the Board of Directors.
8.12 Emeritus status members may attend regular scheduled Board Meetings with voting privileges however shall not be included in the quorum.
Article IX
Advisory Board
9.1 Advisory Board Members shall be individuals who, based upon their expertise and interest, may be nominated by the Board of Directors to serve in an advisory capacity for the organization. Advisory Members shall not have voting privileges.
9.2 The Chairman of the Advisory Board shall be the Chairman Emeritus or other Board of Director appointed by the Board.
Article X
Committees
10.1 The Executive Committee shall have and may exercise, to the extent permitted by law, all powers and perform all functions of the Board of Directors when necessary, (including business transacted by telecommunication, mail or courier), and shall report said actions to the Board of Directors for ratification at its next meeting.
10.1a
An Annual Membership Meeting for the election of Directors and Officers, and other business that may be appropriate for such a meeting, shall be held in June.
10.1b
Three Members shall constitute a quorum of the Executive Committee.
10.2 The Standing Committees shall be Membership, Finance, Marketing, Grants and Fundraising.
10.2a
The duties of the Committees shall be as the title implies and as determined by the Board of Directors.
10.2b
There shall be other Standing and Special Committees as the Chair may appoint with the consent of the Board of Directors. Such Committees shall have such term, functions and responsibilities and shall be of such composition as the Chair, with the consent of the Board of Directors, may determine.
Article XI
Nominations and Elections
11.1 A Nominating Committee of three (3) members shall be appointed at the January meeting of the Board. The Chair shall be from the Board and two members in good standing of the Board of Directors.
11.1a
The Committee shall propose one candidate for each Directorship to be filled and shall report their selection at the March meeting of the Board. The Committee shall also submit recommendations for nominees for Officer vacancies.
11.1b
The Nominating Committee”s report shall be distributed to the membership one month prior to the Annual Meeting in June.
11.1c
Additional nominations may be submitted to the Nominating Committee prior to the Annual Meeting. No name shall be placed in nomination without the written consent of the nominee.
Article XII
Parliamentary Authority
12.1 The rules contained in the current edition of Robert”s Rules of Order Simplified and Applied or In Plain English shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws.
Article XIII
Amendment
13.1 These By-Laws may be amended by a two-thirds (2/3) vote at any meeting of the Board of Directors upon the condition that notice of proposed By-Laws change(s) is given to the Board membership two (2) weeks prior to the meeting.
Article XIV
Dissolution
14.1 No income, contributions or other revenue or funds shall inure to the benefit of any individual member. In the event of dissolution of the organization, all assets shall be transferred to one or more charitable/educational organizations in the State of Arizona.