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HomeMy WebLinkAboutMayor Arts Commission Bylaws - Copy - Not official keeperBYLAWS OF MAYOR'S ARTS AND CULTURE COMMISSION CITY OF LANSING, MICHIGAN Revised and Adopted by the Mayor's Arts and Culture Commission on July 9, 2020 Article I — Establishment & Authority Section 1.01 Establishment. The Mayor's Arts and Culture Commission (the "Arts Commission") was established by Executive Order 2018-03 dated August 2, 2018 and by amended Charter declared effective as of December 12, 2018. Section 1.02 Authority. The Arts Commission is established by the Mayor and is advisory to the Mayor only. It is not a Lansing Charter board or committee; nor, is it established by ordinance or City Council resolution or action of any type. It has no decision or policy making authority; but, is advisory in nature and is established for advice and recommendation to the Mayor. Section 1.03 Parliamentary Authority. Except as may be in conflict with City of Lansing Ordinances, the Charter of the City of Lansing, or these Bylaws, the current edition of Robert's Rules of Order, Newly Revised, shall govern all proceedings of the Arts Commission and applied as appropriate by the Chair. Article II — Purpose, Vision, & Mission Section 2.01 Purpose. It is intended that the Arts Commission leverage the experience, expertise, and insight of key individuals and organizations committed to enriching Lansing through the arts. As such, the Arts Commission will: A. Assist the Mayor and make recommendations to the Mayor regarding arts and culture activities and initiatives within the City of Lansing. These activities can include but are not limited to public art (murals, statues, street or sidewalk art, etc.), vocal and dance activities, theater, public media, spoken word, museum and display, and other arts and entertainment areas. Page 1 of 11 B. Connect with other entities, public and nonpublic, to provide cooperation of art activities between the City of Lansing and other entities within the region (i.e. LCC, CATA, CADL, MSU, private companies, etc.) C. Make recommendations to the Mayor regarding City of Lansing grants dedicated to Arts and Culture initiatives. D. Determine what means of governance (including but not limited to ordinances, guidelines, policies, and procedures), if any, is necessary to carry forth its duties and to recommend such means of governance to the Mayor of the City of Lansing. E. Provide for regular, special, and committee meetings to accomplish the purposes defined above and also defined in Executive Order 2018-03. F. Be ambassadors of the Arts Commission in the community and be advocates for the outcomes being pursued. G. Make recommendations to the Mayor regarding public art proposed for acquisition by the City of Lansing, whether by purchase, gift or otherwise, and the location thereof, including all public art regardless of ownership that is proposed, for placement on property owned or leased by the City of Lansing, or in the public right-of-way. Section 2.02 Vision. The Vision of the Arts Commission is that arts and cultural initiatives be further developed and advanced as a driver for positive social and economic change and economic development and in order to optimize quality of life and experiences for both residents and visitors in Lansing. Section 2.03 Mission. The Mission of the Arts Commission shall be to provide expertise, resources and support to enable a realization of the Vision: • Developing and recommending an arts and culture plan for the Mayor; • Serving as a resource to the Mayor on matters related to arts and culture in Lansing to enhance the quality of life in the City; • Build public awareness of the value and benefits of the arts and a thriving community of artists; • Developing and recommending ongoing arts and culture plan performance measures and best practices; and • Studying and developing proposed additions, deletions, or modifications to the Charter, Bylaws, Policies, and/or Guidelines. Article III — Members Section 3.01 Member Appointment & Term of Membership. The Arts Commission consists of Members. The Arts Commission shall consist of no less than seven (7) Members and no more than thirty-three (33) Members. Appointment to the Arts Commission will be made by the Page 2 of 11 Mayor of the City of Lansing upon completion of the electronic Application for Appointment to Board or Commission, available on the City of Lansing website (lansingmi.gov). Members are community members and shall serve without compensation for two (2) years. There is no limitation on the number of consecutive terms a Member may serve. The strong preference is that a majority of the Members are City of Lansing residents. In order to establish staggered terms, after the first Members' initial terms expire on July 31, 2020, the Members shall be divided as equally as possible into two (2) groups. One group shall serve a term of one (1) year, plus any additional days required until the Annual Meeting in or around September, 2021. Another group shall serve a term of two (2) years, plus any additional days required until the Annual Meeting in or around September, 2022. Thereafter, beginning in 2021, the Mayor shall appoint and/or reappoint Members to fill expiring terms, each Member to hold office for a term of two (2) years, plus any additional days required until the Annual Meeting in or around September of every year, and thereafter until their successor is appointed. Members may serve for successive terms upon reappointment by the Mayor. Section 3.02 Member Qualifications. Members shall be experienced and interested in the arts of architecture, landscape architecture, urban design, theatre, music, dance, sculpture, painting, or other similar performing and/or visual arts. Furthermore, Members must be committed to recognizing, promoting, and celebrating the positive impact that arts and culture has on the local economy; be engaged in building community infrastructure; and support mechanisms for celebration of the City of Lansing's heritage and diversity and opportunities for lifelong learning. Section 3.03 Member Resignation. Any Member may resign his or her membership at any time by giving written notice to the Mayor of the City of Lansing or to the Chair for transmittal to the Mayor. The resignation takes effect at the time specified by the Member, and the acceptance of the resignation is not necessary to make it effective. Section 3.04 Member Removal. Any member may be removed for any reason, or no reason, by the Mayor of the City of Lansing. The resulting vacancy shall be filled in the manner specified in Section 3.06. Section 3.05 Member Removal Due to Absences. The absence of any Member for three (3) or more Arts Commission meetings within a calendar year may result in a removal of the Member Page 3 of 11 from the Arts Commission. The resulting vacancy shall be filled in the manner specified in Section 3.06. Section 3.06 Member Vacancies. Any Member vacancy occurring on the Arts Commission prior to the expiration of a term may be filled by such person as appointed by the Mayor of the City of Lansing for the remainder of the unexpired term. Section 3.07 Role of Members. It is intended that the Arts Commission leverage the experience, expertise, and insight of key individuals at organizations committed to enriching Lansing through the arts and cultures. Individual Members may not be directly responsible for implementing arts and cultural initiatives, but will provide support and guidance for those who do. Thus, individually, Members should: • Understand the strategic implications and outcomes of initiatives being pursued through the Arts Commission's Vision; its Mission; these Bylaws; the Charter; any of the Mayor's Executive Orders related to the Arts Commission and/or public art; and any other guidelines, policies, and procedures; • Appreciate the significance of arts and culture as enhancements to quality of life; and • Be ambassadors of the Arts Commission in the community and be an advocate for the outcomes being pursued. In practice, the above mean that Members should review the status of the activities under these Bylaws; the Charter; and any other guidelines, policies, and procedures; and ensure that the output meets the requirements of the Mission in order to realize the Vision. Conflicting priorities and resources should be balanced. Members should consider all ideas and issues submitted by other Members, provide guidance to the committees established herein, and check adherence to standards of best practices. Further, positive communication both inside and outside of the Arts Commission should be fostered. Section 3.08. Confidentiality. Members will have access to certain confidential information of the Arts Commission that may be of a private nature. Members will sign a Confidentially & Conflict of Interest Statement for Arts Commission Members, and a copy of said signed Statement will be maintained by the Arts Commission Secretary or designee. Section 3.09 Conflicts of Interest. A. In the event any Member has a conflict of interest that might properly limit such Member's fair and impartial participation in Arts Commission deliberations or decisions, such Member shall inform the Arts Commission as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected Member, the Arts Commission may nonetheless request from the Member any Page 4 of 11 appropriate non -confidential information which might inform its decisions. "Conflict of interest" as referred to herein, shall include but shall not be limited to, any transaction by or with the Arts Commission in which a Member has a direct or indirect personal interest, or any transaction in which a Member is unable to exercise impartial judgment or otherwise act in the best interests of the Arts Commission. B. No Member shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such Member has allegiance, has a personal interest in that may be seen as competing with the interest of the Arts Commission. Any Member who believes he or she may have such a conflict of interest shall so notify the Arts Commission prior to deliberation on the matter in question, and the Arts Commission shall make the final determination as to whether any Member has a conflict of interest in any matter. The minutes of the Arts Commission meeting shall reflect disclosure of any conflict of interest and the recusal of the interested Member. Section 3.09 Advisor(s) to the Arts Commission. The Arts Commission may establish a body of any number of Advisor(s) to assist in the development and operation of the Arts Commission. The Advisor(s)s shall have no vote in the Arts Commission's matters and no authority to affect Arts Commission policy. Section 3.10 Designees. The Mayor may, at his/her/their discretion, assign a City of Lansing staff member, as a city liaison to assist the Arts Commission in management of the Arts Commission's operational activities. Article IV — Officers Section 4.01 Positions. The Officers shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. Any two or more Officer positions may not be held by the same person. Section 4.02 Officer Election & Term of Office. All Officers shall be a Member of the Arts Commission and shall be elected by majority vote of the Members of the Arts Commission, with quorum present, at an annual meeting of the Members in September of each year, to serve for a one-year term thereafter. Section 4.03 Officer Resignation. Any Officer may resign his/her/their membership at any time by giving written notice to the Mayor of the City of Lansing. The resignation takes effect at the time specified by the Officer, and the acceptance of the resignation is not necessary to make it Page 5 of 11 effective. An Officer may resign from his/her/their position, without resigning as an Arts Commission Member. Section 4.04 Officer Removal and Officer Removal Due to Absences. Removal of an Officer and Officer Removal Due to Absences shall follow the same terms as prescribed in Sections 3.04 and 3.05. Section 4.05 Officer Vacancies. Any Officer vacancy occurring on the Arts Commission prior to the expiration of a term may be filled by such person as elected by majority vote of the Members of the Arts Commission, with quorum present, at any meeting of the Members, to serve for the remainder of the unexpired term. Section 4.06 Chair. The Chair shall have the authority and responsibility for the general oversight of the business of the Arts Commission. The Chair presides at and conducts all meetings of the Arts Commission. The Chair shall guide the Arts Commission; set goals and objectives; set the calendar, activities, and meeting agendas; and follow through on action items. The Chair shall have all other such duties as are normally associated with that office. The Chair shall chair the Executive Committee, as described in Section 6.03. A City of Lansing resident may receive preferential consideration for the Chair position. Section 4.07 Vice Chair. The Vice Chair shall serve as Chair in the absence or disability of the Chair and shall assist in the performance of the duties of the Chair as agreed upon with the Chair. The Vice Chair shall have all other such duties as are normally associated with that office. Section 4.08 Secretary. The Secretary or designee records the proceedings of the meetings of the Arts Commission, performs such other duties as required by the Chair and in general, performs all other such duties as are normally associated with that office. Section 4.09 Treasurer. The Treasurer or designee shall keep accurate accounts of all monies of the Arts Commission received or disbursed through the City of Lansing account, and renders as required, an account of all transactions and the financial condition of the City of Lansing Arts Commission account. The Treasurer shall perform such other duties as required by the Chair and in general, performs all other such duties as are normally associated with that office. Section 4.10 Other Officers. With the approval of the Mayor of the City of Lansing, the Arts Commission may establish other officer positions. Page 6 of 11 Article V — Meetings of the Members Section 5.01 Place of Meeting. The Arts Commission may hold its meetings at any location it chooses. The strong preference is for Arts Commission meetings to be held in the City of Lansing. Section 5.02 Annual Meeting. Every September, or not more than one hundred and eighty days (180) days before the beginning of the new calendar year, an Annual Meeting shall be held to elect Officers and conduct other business. Notice of the Annual Meeting shall be given to the Members in writing not less than ten (10) days prior to the meeting date. Officers elected at the Annual Meeting shall assume office on October 1 and shall preside at the next regularly - scheduled meeting of the calendar year. They shall serve upon election until September 30 of the following calendar year. The Annual Meeting agenda should include the following deliverables: • An Arts and Culture Plan for the Mayor's approval; • An Annual Report, to be published by the end of September of each year, covering the preceding calendar year's activities; • Development of metrics for the Mayor's approval and a report on progress using the approved metrics as a guide; and • Goals, objectives, and accompanying timelines to support the Mission and achieve the Vision. Section 5.03 Regular Meetings. Regular meetings of the Arts Commission shall be held every other month, or as required, each calendar year at a time and place determined by the Arts Commission. A notice confirming the time, place and agenda for the meeting shall be given at least ten (10) days prior to the meeting by e-mail, to each Member's e-mail address of record. Section 5.04 Special Meetings; Notice. Special meetings may be called by the Chair, the Vice Chair, or by a majority of the Members. Notice of special meetings shall be electronically delivered to each Member's e-mail address of record at least ten (10) days before the day of the meeting, or delivered personally, by telephone, or by confirmed e-mail no later than two (2) days before the meeting. The notice must include the time, place and purpose of the meeting. Any meeting of the Arts Commission shall be a legal meeting without any notice having been given if all of the Members of the Arts Commission are present at the meeting or waive such notice in writing before, at, or after the meeting. Section 5.05 Written Consent in Lieu of a Meeting. The Arts Commission may take action without a meeting if written consent (including consent by e-mail) to the action is signed by two- thirds (2/3) of the Members of the Arts Commission. Notice of the request for Members to Page 7 of 11 provide written consent in lieu of a meeting shall be electronically delivered to each Member's e- mail address of record at least ten (10) days before the day of the meeting, or delivered personally, by telephone, or by confirmed e-mail no later than two (2) days before the deadline for receipt of written consent in lieu of a meeting. The notice of the request for Members to provide written consent in lieu of a meeting must include a description of the action that Members are being asked to provide written consent to. Section 5.06 Meeting by Telephone or Similar Equipment. Meetings using only electronic or telephonic means are impermissible, however, one or more Members may participate in an in - person meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section only constitutes presence in person at the meeting if a quorum of Members is physically present. Section 5.07 Quorum and Manner of Acting. Except as otherwise provided by these Bylaws, a minimum of fifty-one (51%) percent of the Members physically present constitutes a quorum to transact business at any meeting. In the absence of a quorum, a majority of the Arts Commission present may adjourn the meeting. Any action taken by the Arts Commission shall be considered appropriate action taken by the Arts Commission if the action is taken, in writing, without a formal meeting and attested to by all Members of the Arts Commission in writing, which shall be evidenced by e-mail. Subject to Section 5.06, Members may attend a meeting via electronic or telephonic means with proper notice and vote by email and their vote will be counted whether it is in person, by voice, or by e-mail. Any vote by email pursuant to this paragraph must be received concurrent with the in -person voting. Section 5.08 Proxies. Proxies shall not be allowed. Article VI — Committees Section 6.01 Committees. The Arts Commission may act by and through committees created or eliminated by a majority vote of the Members at any meeting, a quorum being present. Each Committee shall be chaired by a Committee Chair named by the Chair of the Arts Commission. Page 8 of 11 Committee members may or may not be Members of the Arts Commission, but each Committee Chair shall be a Member of the Arts Commission. Section 6.02 Non -Arts Commission Members as Committee Members. Committee members may be non -Members of the Arts Commission. A. Non -Arts Commission Members will sign a Confidentially & Conflict of Interest Statement for Committee Members who are Non -Arts Commission Members, and a copy of said signed Statement will be maintained by the Arts Commission Secretary or designee. B. Appointment of a Non -Arts Commission Member to an Arts Commission Committee will be made by the Arts Commission Committee Chair upon completion of an Application for Appointment — Arts Commission Committee. The meeting minutes of the Committee whereby a Non -Arts Commission Member is appointed shall reflect said appointment. C. All Non -Arts Commission Members may serve for a one-year term after appointment by the Arts Commission Committee Chair. D. Non -Arts Commission Member Resignation, Removal, and Removal Due to Absences shall follow the same terms as prescribed in Sections 3.03, 3.04, and 3.05. Section 6.03 Ad Hoc Committees. The Chair may create Ad Hoc Committees any time to last the length of the Chair's term, unless continued by a successor Chair. Ad Hoc Committee members may or may not be Members of the Arts Commission, but each Ad Hoc Committee Chair shall be a Member of the Arts Commission. Section 6.04 Executive Committee. The Executive Committee shall consist of the Officers of the Arts Commission. The Executive Committee shall meet at least quarterly to review and monitor the Arts Commission's activities, and provide direction on other issues which the Executive Committee identifies. The Executive Committee shall also perform those duties of an emergency nature between regularly scheduled Board meetings. The Executive Committee may at their discretion change the established date of an upcoming Arts Commission meeting, subject to the notice provisions of 5.02, 5.03, and 5.04. Any official action taken shall be reported to the Arts Commission at or before the next regularly scheduled meeting. A special meeting of the Executive Committee may be called by the Chair, or any two other Officers with at least two (2) days' notice to the Officers of the Executive Committee by confirmed e-mail. The notice must include the time, place, and purpose of the special meeting. Article VII —Records The Members of the Arts Commission, or its designee, shall keep or cause to be kept: • Records of all proceedings of the Arts Commission, and Committees; Page 9 of 11 • Bylaws and all amendments and restatements; and • Other records and books of account necessary and appropriate to the conduct of the Arts Commission's business. Article VIII — Waiver of Notice Whenever any notice is required to be given by these Bylaws, such notice may be waived in writing signed by the person or persons entitled to said notice, whether before, at, or after the time stated therein, or before, at, or after the meeting. Article IX — Notice When a notice is required or permitted by these Bylaws to be provided in writing, electronic transmission is written notice. Article X — Amendments Section 10.01 Bylaws Amendments. The Arts Commission may amend these Bylaws to include or omit any provision which could be included or omitted. Amendments or changes to the Bylaws may be proposed by any Member of the Arts Commission in good standing who submits a written request to the Chair, using the exact wording of the proposed change. Notice of the proposed change to the Bylaws, using the exact wording, shall be given to the Arts Commission at least ten (10) days in advance of any regularly -scheduled meeting or any special meeting called to consider the change. Proposed amendments or changes may be adopted by the Mayor of the City of Lansing, acting upon the recommendation of a majority vote of the Members at any meeting, a quorum being present. Section 10.02 Amendments to Structure of Arts Commission. The amended Charter declared effective as of December 12, 2018 may be amended or dissolved by the Mayor of the City of Lansing at any time. Furthermore, with the approval of the Mayor of the City of Lansing, the organizational structure of the Arts Commission may be altered by the Mayor to comply with Internal Revenue Service rules and regulations allowing the Arts Commission to receive grant funds and contributions. Page 10 of 11 Original Bylaws Adopted by the Arts Commission Members on September 5, 2019. Revised Bylaws Adopted by the Arts Commission Members on July 12, 2020. Date: / LU 2-0 By: Chair, on behalf of the Members of the Mayor's Arts & Culture Commission. THESE BYLAWS ARE DECLARED ADOPTED EFFECTIVE THIS DAY OF 3'l , 2020 (the "EFFECTIVE DATE"). Andy Schor Mayor, City of Lansing, Michigan Page 11 of 11