ARTSPACE ARTISTS ASSOCIATION

CONSTITUTION AND BY-LAWS
As recorded October 10, 2007 from a document of unknown date.

Note: the original bylaws list Elections and the Annual Meeting as occurring in November. Our last elections occurred in June and I have changed this document to reflect that practice. "Chairmen" has been changed to "chairpersons" throughout. --mbl

ARTICLE ONE: Name

The name of this association shall be Artspace Artists Association, hereinafter referred to as the Association.

ARTICLE TWO: Purpose

The purposes of this association are to:

A. provide for the growth of individual artists;

B. provide an atmosphere for interaction in which artists can share and improve their talents;

C. educate the general public and encourage their participation in a creative environment;

D. be a unified voice with which to interact with Artspace, Inc. and its Board of Directors;

E. act as the vehicle by which the artist/tenants may make decisions and address their concerns.

ARTICLE THREE: Membership

Section 1. Membership. Membership in this Association shall be open to all artists approved by the jurying process of the Standards Committee. All members in good standing shall enjoy voting rights and privileges.

Section 2. Dues. All members are required to pay dues which shall be determined from time to time by a vote of the Membership. Non-payment of dues shall result in forfeiture of membership. Artists delinquent for more than two (2) years shall be required to re-jury for membership.

ARTICLE FOUR: Meetings

Section 1. Annual Meeting. The Annual Meeting shall be held in June at a time and place determined by the President for the purpose of electing the Officers and reporting on the activities of the Association for the preceding year, and for such other business as may be brought before the Membership. The Nominating Committee shall present a single slate of officers. Nominations may be made from the floor provided the nominee has given prior consent. The Secretary shall cause to be mailed to every member a notice telling the time and place of such meeting at least fourteen (14) days prior to the meeting.

Section 2. Special Meetings. Meetings of this Association may be called by the President when the President deems it for the best interest of the Association and at least four (4) times per year. Notices of such meetings shall be mailed to the members at least one (1) week prior to the meeting stating the time/place and purpose of such meeting.

section 3. Voting. With the exception of the election of officers, for which ballots shall be provided, all votes shall be viva voce.

section 4. Proxy. Members may vote by written proxy at any meeting of the membership.

section 5. Quorum. one-thIrd (1/3} of the Membership, in person or by proxy, shall constitute a quorum and the act of a majority of the members present or by proxy shall be the act of the Membership.

ARTICLE FIVE: Officers

section 1. Officers. The officers of the Association shall be:

President, Vice President, Secretary, Treasurer. The Officers shall be nominated by the Nominating Committee and elected by the Membership at the Annual Meeting. Officers shall serve for terms of one (1) year and may be reelected.

Section 2. President. The President shall be the principal executive officer of the Association; preside at all meetings of the members and Executive Committee; present an annual report; sign checks in the absence of the Treasurer; and appoint committee chairpersons. The President shall serve, ex-officio, without vote on all committees except the President shall not serve on the Nominating Committee.

section 3. Vice President. The Vice President shall, in the absence or disability of the President, exercise all the rights of the office of President and shall sign checks in the absence of the Treasurer and President.

section 4. Secretary. The Secretary shall keep the minutes and records of the Association in appropriate books; shall give and serve notices to members of this Association; shall be official custodian of the records; shall submit any communications addressed to the Secretary to the Officers; and shall attend to all correspondence of the association.

Section 5. Treasurer. The Treasurer shall have care and custody of all monies belonging to the association; shall cause to be deposited such monies in a regular business bank or trust company in the name of the Association; shall receive or disburse the same; shall render a written financial accounting at least quarterly; and shall sign checks.

ARTICLE SIX: Order of Business

The Order of Business at all meetings shall be:

1. Roll Call

2. Reading of the minutes of the previous meeting

3. Reports of Committees

4. Reports of Officers

5. Old business

6. New business

7. Adjournment

ARTICLE SEVEN: Committees

Section 1: Executive Committee. The Executive Committee shall consist of the Officers and shall have the control and management of the affairs and business of the Association. The Executive Committee shall meet at least once each quarter.

section 2. Nominating Committee. The Nominating Committee shall consist of three (3) members of the Association and shall be responsible for preparing a slate of officers for election at the Annual Meeting and for making recommendations to fill vacancies.

section 3. Standards Committee. The Standards Committee shall be responsible for setting standards, arranging jurying sessions and securing jurors for the purpose of admitting members to the Artspace Artists Association.

section 4. Additional Committees. Additional Committees may be established from time to time by the officers. The chairpersons and members of such committees shall be appointed by the President with the approval of the Officers. The duties and duration of such committees shall be determined by the President and the Officers.

section 5. Terms. Unless otherwise designated, terms for committee chairpersons and members shall be for one (1) year.

ARTICLE EIGHT: Amendments

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 51% of the present or by proxy provided a quorum is present and provided that notice of the intention to amend the bylaws and the proposed amendment(s) have been sent to each member, along with the time and place of the meeting, at least two (2) weeks prior to the meeting date. A non-returned proxy will be voted with the majority.