Founded 1943

GOVERNANCE

The Toledo Artists' Club is governed by the Board of Trustees as outlined in the Constitution and Bylaws. Every member of our Board of Trustees is a thought leader who has made significant contributions to our society. Each one brings a unique set of skills and expertise to our organization. 

Constitution, Standing Rules and Nominating Committee–Bill Horvath
Finance and Financial Development Committee–Joe Fisher
Marketing and Member Development Committee–Rebecca Booth
Membership and Recruitment Committee–Bill Horvath
Exhibitions Committee–Mike Hill
Education and Workshops Committee–Elaine Scarvelis
Technology Committee–Joe Fisher

Approved by the Board of Trustees, December 13, 2022

Article I–Name

The name and classification of the organization shall be The Toledo Artists’ Club hereinafter referred to as “TAC” located at 5403 Elmer Drive, Toledo, Ohio 43615 and known as a 501(c)(3) not-for-profit entity under the Nonprofit Corporation Law of the Ohio Revised Code.

Article II–Purpose

The mission of the Toledo Artists’ Club is:

• To promote fellowship by offering art-oriented and social activities for our members and those interested in the visual arts in our region.
• To stimulate creativity by offering art exhibitions, workshops, and art classes for adults and children.
• To provide a gallery and other exhibition space in which Toledo area artists may display their works for public appreciation, evaluation, and purchase.
• To stimulate public interest in the work of local artists through our exhibitions.
• To support the programs of the Toledo Botanical Garden Metropark.
• To interact with other regional art societies for the promotion of the visual arts.
• To provide funds so that scholarships may be offered to deserving art students.

Article III–Membership

All members must be eighteen years of age or older.

There will be three (3) classes of membership with fees to be determined by the Board of Directors:

• Lifetime Members who are entitled to all privileges of active members with a one-time payment of an amount as determined from time to time by the Board of Trustees.
• Active Members who are entitled to all privileges of TAC membership including holding office, voting, entering works in the annual auction, and receiving vouchers and discounts for classes, exhibitions, and workshops when available.
• Student Members who are entitled to all privileges of TAC membership including entering works in the annual auction, and receiving vouchers and discounts for classes, exhibitions, and workshops when available. Student Members may not hold office or vote.

Article IV–Governance

A. Board of Trustees (hereafter “Board”)

The Board is the governing body responsible for approving or making decisions about the operations of TAC and performing every act and thing whatsoever which it shall deem necessary expedient or advisable to carry out the purposes of TAC in accordance with the Ohio Revised Code.

B. Membership of the Board

• Classes of Membership–The Board will be comprised of three classes each comprising up to four active TAC members in good standing who serve renewable three-year terms.
• The Board at its discretion may appoint ex officio members to attend meetings of the Board. Ex officio members shall not have a vote. Attendance at Board meetings and other TAC meetings by ex officio members will be recorded in the minutes of the meeting.
• Election of Trustees–The new class of trustees will be nominated in advance of the Annual Meeting. The slate of new trustees will be presented to the entire active and lifetime members of TAC at least two weeks in advance of the Annual Meeting. A vote will be taken at the Annual Meeting. If there are four or fewer nominees, the vote may be taken as a voice vote. In the event, there are more than four (4) persons on the slate the four individuals with the most votes will be the new trustees. In that instance, a ballot will be prepared to list all candidates and votes cast at the Annual Meeting or by proxy submitted electronically before the meeting.
• Election of Officers–A slate of Officers will be proposed by the Constitution and Nominations Committee and presented to the entire active and lifetime members of TAC at least two weeks in advance of the annual meeting. A vote to elect the Officers will take place at the annual meeting. In the event, there is more than one person on the slate for an office the individual with the most votes will be the new Officer. In that instance, a ballot will be prepared to list all candidates and votes cast at the Annual Meeting or by proxy submitted electronically before the meeting.
• Resignation or dismissal of Trustees or Officers–A Trustee or Officer of the Board may resign by submitting a written statement to the Board. 
  A Trustee may be dismissed with cause by a two-thirds (2/3) majority of the other Trustees. 
  An Officer may be dismissed with or without cause by a majority vote of the other Trustees.
• Voting for Trustees and Officers–Trustees and Officers will be elected by a majority of the active and lifetime members who are present at the annual meeting or have cast votes at the meeting or proxy votes (as described below). Voting may be “live” at the time of the meeting or by proxy with proxy votes being delivered by personal contact, email, or by the United States Postal Service mail addressed to the Secretary of TAC in advance of the annual meeting.

C. Meetings of the Board

• Times of meetings–The Board will meet not less than six times per year. Meetings will be called by the President of the Board who shall state the purpose of the meeting in the notice of the meeting. Notification of the meeting shall be delivered at least forty-eight (48) hours in advance of the meeting and may be made by electronic means, telephone communication, or mail.
• Actions without a meeting–Action required or permitted to be taken by the Board or TAC committee may be taken without a meeting if written consent to such action is signed by all of the Board or committee. Such written consent may be signed by facsimile signatures which shall be construed as originals and on separate but identical documents, which shall be construed as one original. A document bearing an original signature that is scanned and sent as an email attachment is an acceptable form of written consent. Electronic or digital signatures, through a secure online digital signature service, such as Pandadoc.com, shall also be considered an acceptable form of written consent. Otherwise, electronic or digital signatures, including consent via simple email communication shall not be an acceptable form of written consent.
  

D. Officers of the Board

1. The President shall:

• Preside at meetings of the Board.
• Oversee TAC and its programs to fulfill the mission and objectives of TAC as stated in Article II
• Have the power to call meetings, as necessary.
• Appoint committees, authorize the creation of ad hoc committees, and instruct them in their duties.
• Have the power to fill a vacancy in any duly elected office until an election shall be held.
• Be responsible for an annual report of TAC activities.
• Supervise the work or appoint a designated supervisor for all employees.
• Represent or appoint a delegate to represent TAC at meetings of the Toledo Botanical Garden Resident Organizations, the Metroparks, and other official functions.

2. The Vice President shall:

• Fulfill the duty of the President in the absence or inability of the President to perform his or her duties.

3. The Secretary shall:

• Prepare minutes for each Board meeting.
• Keep records of all official meetings.
• Archive all important documents, such as financial reports, and meeting minutes in the “Cloud” such as on Google Drive, on paper at the TAC facility, and on the Club’s computer.

5. The Treasurer shall:

• Provide monthly and annual financial reports.
• Prepare an annual budget for TAC.

Article V–Finances

• The fiscal year shall run from January 1 through December 31.
• The President, Vice President, and Treasurer, and each have the authority to write or issue expenditures on the financial accounts. Expenditures less than $500.00 may be made as needed and reported to the Board at its next meeting. Any expenditure over $500.0.00 must have prior Board approval.
• An annual audit of TAC’s finances will be conducted by an independent auditor during January each year.

Article VI–Art Directors

Art directors are the persons who oversee activities available to the public including classes, exhibitions, and workshops. Art Directors must be active members of TAC and are appointed by the Board. The Art Directors and their duties are:

The Education Director:

• Identifies, schedules, and contracts with individuals who will conduct classes in TAC’s facility or classes that are under the auspices of TAC, such as electronic remote teaching.
• Arranges the collection of fees to be paid by the educators to TAC for the use of TAC’s facilities and equipment.

The Exhibitions Director:

• Schedules the TAC shows in the gallery and virtual shows.
•  Arranges take-ins and display of the art for the shows.
• Engages jurors for shows and, if necessary, submission of images of show entries
  electronically to jurors.
• Manages exhibitions and oversees the display of works in the classroom and studio.

The Workshops Director:

• Coordinates with the Board to schedule workshops and chooses instructors.
•  Arranges with the treasurer for payment of expenses, fees for participation, and collection of those fees.
•  Oversees the logistics of each workshop.

Article VII–Employees

Employees are those persons hired for pay to carry out tasks needed to operate TAC on an ongoing basis. Each employee will receive a free active membership in TAC for the term of his or her employment.

Article VIII–Amendments

Proposed amendments to the Constitution and Bylaws will be presented at a meeting of the Board and must be adopted by a two-thirds (2/3) majority vote of the Board. Upon passage, a dated printed copy will be archived in the “Cloud” such as on Google Drive and on paper at the TAC facility and the Toledo Public Library

Article IX–Indemnification

To the extent permitted by Ohio law, TAC shall indemnify any present or former trustee, Officer, committee member, or employee against expenses (including attorney’s fees), judgments, decrees, fines, penalties, amounts paid in settlement and other liabilities in connection with the defense of any pending or threatened action, suit, or proceeding whether criminal, civil, administrative or investigative to which such person is or could reasonably expect to be made a party, provided:

• That such person was not guilty of willful or wanton misconduct in the performance of their duty to the Corporation.
• That such person acted in good faith in what they reasonably believed to be the best interests of the Corporation.
• That in any matter the subject of a criminal action, suit, or proceeding such person had no reasonable cause to believe that their conduct was unlawful.

The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person eligible for indemnification may be or may become entitled as a matter of law, or pursuant to the Articles of Incorporation, the Constitution and Bylaws, agreements, insurance coverage, or otherwise. The indemnification provided by this Article shall continue as to a person who has ceased to be a Trustee, Officer, committee member, or employee and shall inure to the benefit of the heirs, executors, and administrators of such person.

Irrespective of the provisions of this Article, the Board at any time or from time to time, may approve the indemnification of Trustees and Officers or other persons to the full extent permitted by the provisions of the Ohio Revised Code at the time in effect, whether on account of past or future transactions.

The extension of rights of indemnification hereunder by the liberalization of any existing law of the State of Ohio shall not be construed as limiting any right of indemnification of any Trustee or Officer, which has accrued under existing law. It is the intention of this provision that any liberalization of the law of the State of Ohio shall inure to the benefit of Trustees and Officers entitled to indemnification. No change in the law of Ohio decreasing the rights of indemnification shall be deemed to derogate from or decrease any right of indemnification which shall have accrued or vested before the change in such law.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effect of the remaining provisions of this Article shall not be affected.

The President will document for members of the Board annually or as necessary the existence of liability insurance and the extent of indemnity coverage in any policies purchased by TAC.

Article X–Prohibited Activities

The TAC and its members are not permitted to engage in activities that are prohibited by the Toledo Metroparks charter for Associate Organizations or the corresponding provision of any other applicable current or future regulations of the Ohio Revised Code.

Article XI–Day-To-Day Operation Of The TAC

Procedures approved by the Board for the operation of the TAC that are not in conflict with the articles of the Constitution and Bylaws will be recorded as an electronic file. In addition, a dated copy will be archived in the “Cloud” such as on Google Drive, on paper at the TAC facility, and on the Club’s computer.

Article XII Non-Discrimination

TAC does not and shall not discriminate based on race, color, religion (creed), gender, gender expression, age, national origin, ancestry, disability, marital status, sexual orientation, or military status in any of its activities or operations. These activities include, but are not limited to, hiring, and firing of staff, selection of volunteers, vendors, or provision of services. TAC is committed to providing an inclusive and welcoming environment for all members, staff, clients, volunteers, subcontractors, and vendors.

TAC is an equal-opportunity employer. TAC will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, religion (creed), gender, gender expression, age, national origin, ancestry, disability, marital status, sexual orientation or military status. 

Article XIII–Dissolution Of The Organization

Dissolution of the organization requires an affirmative vote of a majority of the active members of TAC, after which the Board of Trustees will—after payment or making provision for the payment of all the liabilities of the corporation—dispose of all the assets of the corporation, exclusively for the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

Approved by the Board of Trustees, March 9, 2021

These standing rules are intended as an interpretation and elaboration of the Constitution of The Toledo Artists’ Club (TAC) and shall in no way be deemed a modification of the Constitution. A standing rule may be adopted, amended, or suspended by a majority vote of the board of directors.

TAC Mission and objectives

The mission of the Toledo Artists’ club is:

• To promote fellowship by offering art-oriented and social activities for our members and those interested in the visual arts in our region
• To stimulate creativity by offering art exhibitions, workshops, and art classes for adults and children.
• To provide a gallery and other exhibition space in which Toledo area artists may display their works for public appreciation, evaluation, and purchase.
• To stimulate public interest in the work of local artists through our exhibitions.
• To support the programs of the Toledo Botanical Garden Metropark.
• To interact with other regional art societies for the promotion of the visual arts.
• To provide funds so that scholarships may be offered to deserving art students.

Annual dues

The annual dues for TAC will be fifty dollars ($50) for full members, ten ($10) dollars for student members, and a one-time fee of five hundred dollars ($500) for a lifetime membership.

Standing Committees and Duties

As per the TAC Constitution, TAC shall maintain standing committees as needed. Each committee shall have a core group of members that may be adjusted for ad hoc sub-committees as needed. Committees shall be composed of TAC members, Board members, and community members at large. Committee chairs must be TAC members of at least 18 years of age and in good standing. Committee chairs will have the same privileges as members of the Board of Directors. The President will serve on all committees ex officio.

1. Constitution, Standing Rules, and Nominating Committee

This committee is responsible for all facets of the constitution and standing rules. These include:

• Annually reviewing the constitution and standing rules and proposing amendments as needed, presentation of the constitution and standing rules to the full Board for revisions and/or amendments at least every five years.
• Preparing slates of prospective officers and trustees for TAC’s elections.
• Any other responsibilities as directed by the Board.

2. Finance and Financial Development Committee

• This committee shall be responsible for overseeing all matters relating to the finances of TAC. The TAC Treasurer shall be a member of the committee but shall not chair the committee. The duties of the Committee include:
• Providing a finance report for every meeting of the Board.
• Providing an annual financial report within thirty (30) days of the end of the fiscal year (December 31).
• Providing an annual budget for TAC.
• Participating in grant proposals.
• Participating in activities related to fundraising and donor recruitment.
• Overseeing monies and distribution of payments and collection of commissions resulting from sales of artwork.
• Any other responsibilities as directed by the Board.

3. Marketing and Member Development Committee

This Committee shall be responsible for:

• Marketing TAC as well as exhibitions, events, workshops, and other TAC-sponsored activities.
• Professional development activities for members.
• Development of TAC.
• Overseeing social media activities and initiatives.
• Any other responsibilities as directed by the Board.

4. Membership and Recruitment Committee

This Committee shall be responsible for all facets of recruiting and memberships. The duties include:

• Recruiting new members.
• Reviewing the good standing of the present membership.
• Any other responsibilities as directed by the Board.

5. Exhibitions Committee

This Committee is responsible for all facets of any and all exhibits sponsored by TAC. The duties include:

• Arranging for in-house and virtual exhibits sponsored by TAC.
• Arranging for jurors and payments to jurors for all juried exhibits.
• Arranging for prizes ribbons and other recognition for award winners at exhibits.
• Arranging a prospectus for all exhibits which can be published on the TAC website.
• Arranging for receptions for exhibits.
• Preparing works entered in exhibits for electronic presentation to jurors and final publication on the TAC website.
• Any other responsibilities as directed by the Board.

6. Education and Workshops Committee

This committee is responsible for organizing and overseeing all educational activities of TAC and for arranging to oversee and organizing workshops sponsored by TAC. The Workshops Director and the Education Director shall be members of this committee. The duties of the committee shall include:

• Contracting with individuals to run workshops and other educational activities such as lectures.
• Marketing workshops and educational activities to the TAC membership and the general public.
• Arranging fees for such activities to cover costs.
• Finding venues for these activities if TAC’s facilities are not adequate for the event.
• Assessing the TAC membership from time to time to determine what workshops and educational activities would be of interest to them.
• Reviewing with the Board annually the rental fees to be charged to individuals holding classes at the TAC facility or under TAC’s auspices.

7. Technology Committee

This Committee is responsible for all technology employed by TAC, the duties include:

• Monitoring and upgrading the TAC website as needed.
• Reviewing from time-to-time components of the TAC website purchased from vendors for continued value.
• Educating members on the use of the TAC website for exhibiting work, self-promotion, and other needs.
• Assisting the Exhibitions Committee as needed in preparing for and publishing exhibitions.
• Aiding in facilitating workshops and educational activities sponsored or supported by TAC.
• Reviewing needs and recommending replacing, purchasing, or upgrading technology-related equipment.

Executive Board

The Executive Board shall consist of all the officers of TAC including the President, Vice President, Secretary, Treasurer, and Committee Chairs. It is recommended that they meet either in person or through electronic means before board meetings to assess the needs of TAC and prepare for the meetings.

The Executive Board may also meet as required for emergency decisions instead of a full board vote, especially during the months that have no official board meetings. The Executive Board may request the attendance of any other members, committee representatives, or non-members, if needed, for further clarification of an issue. Only the Executive Board Members may vote on a decision made at an Executive Board meeting.

Conflict of interest

Conflict of interest arises whenever the personal or professional interest of a board member is potentially at odds with the best interests of TAC. Although the legal standards for avoiding conflict of interest for nonprofit organizations are limited, TAC will avoid where possible even the appearance of impropriety.

Situations may arise where board members are commercially engaged by TAC or hired by TAC for artistic projects, such as workshops, performances, etc.

Because these situations all involve a potential conflict of interest for a board member, it is the responsibility of the board member to:

• Identify the potential conflict of interest.
• Not participate in the discussion of the program or motion being considered.
• Not vote on the issue.

It is the responsibility of the board to:

• Only decide to hire or contract with the board member if they are the best-qualified individual(s) available, and willing to provide the goods or services needed at the best price.
• Record in the minutes of the board meeting the potential conflict of interest, and the use of the procedures and criteria of this policy.

Although it is not a conflict of interest to reimburse board members for expenses incurred (such as the purchase of supplies), board members are prohibited by law from being paid for serving on the board. Generally, board members will not receive pass-through dollars for individual projects.