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Bylaws


BYLAWS OF THE HAITIAN ART EDUCATION AND APPRAISAL SOCIETY, INC.

ARTICLE 1. NAME AND PURPOSE
ARTICLE 2. MEMBERSHIP
ARTICLE 3. REQUIREMENTS OF MEMBERSHIP
ARTICLE 4. MEETINGS
ARTICLE 5. ADVISORY BOARD AND BOARD OF DIRECTORS
ARTICLE 6. OFFICERS
ARTICLE 7. EXECUTIVE COMMITTEE
ARTICLE 8. INDEMNIFICATION
ARTICLE 9. AMENDMENTS OF BYLAWS


ARTICLE 1. NAME AND PURPOSE

Section 1-1. Name

This Society shall be known as the Haitian Art Education and Appraisal Society (HAEAS), Inc.

Section 1-2. Purpose

The purpose of the Society is the establishment of appraisal standards for Haitian art. The Society is being organized, and shall be operated, exclusively for public and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code). The Society shall not be operated for profit and no part of its net earnings shall inure to the benefit of any of its officers or members or of any private individual. No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation; and the Society shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office

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ARTICLE 2. MEMBERSHIP

Section 2-1. Members

This Society shall have no members, but will refer to persons associated with it as members even though such persons are not members within the meaning of Section 5056 of the California Corporations Code.

Section 2-2. Membership

There shall be seven (7) levels of membership in the Society: Regular, Patron, Professional, Accredited Appraisers, Institutional, and Life.

Section 2-3. Regular Membership

All artists, students, instructors, or other persons interested in the purposes of the Society are eligible for Regular Membership and are given certain benefits as is determined by the board.

Section 2-4. Patron Membership

All collectors or others interested in the advancement of Haitian art are eligible for Patron Membership and are given certain benefits as is determined by the board.

Section 2-5. Professional Membership

Appraisers or those aspiring to become appraisers, gallery owners, dealers, art agents, museum curators, and art critics are eligible for Professional Membership and are given certain benefits as is determined by the board.

Section 2-6. Accredited Appraisers

Consist of Appraisers who have completed HAEAS' accreditation requirements and have been awarded the designation by us.

Section 2-7. Institutional and Sponsor Membership

Institutions, including partnerships, associations, corporations, educational and other not-for-profit corporations, their divisions and departments, shall be eligible for Institutional Membership and are given certain benefits as is determined by the board. Individuals who join at this level receive the same benefits and are prominenty recognized on the HAEAS' web site and other promotional materials.

Section 2-8. Corporate Membership

Corporations whose interests are to support the arts, social programs, and have a desire to developing ties with the Haitian community.

Section 2-9. Life Membership

Persons eligible for Regular Membership may become Life Members exempt from annual dues upon payment of a sum determined by the Board of Directors and are given certain benefits as is determined by the board.

Section 2-10. Qualification for Membership

a. Applications for membership shall be addressed to the Executive Director accompanied by evidence that the applicant meets the criteria of the membership class applying for. Should there be additional requirements, to demonstrate fulfillment or is capable in the future of fulfilling the obligations of membership as reflected in these bylaws (including the requirements and approved policies they embody), and the regulations promulgated hereunder. The Executive Committee shall examine the application and make a determination whether or not the applicant has qualified under the guidelines established by the Board of Directors. The application for membership shall be filed at the time and in the form specified by the Executive Director.

b. In determining whether a member fulfills and can continue to fulfill the obligations of membership, the controlling issue is the completion of requirements for the class of membership as established by the Board of Directors.

Section 2-11. Annual Membership Dues

a. Each year each class of members shall pay membership dues to the Society. The Board of Directors shall establish the dues for each class of membership.

b. Membership dues are due and payable on the anniversary date from the day the applicant was accepted as a member. Dues not paid within 30 days past the anniversary date are delinquent. A member that is delinquent in the payment of his/her dues is not eligible to vote at the Annual or any special meeting.

Section 2-12. Transfer of Membership

Membership in HAEAS is not transferable or assignable.

Section 2-13. Termination of Membership

a. A member may be terminated, suspended or expelled for cause after due process and procedures adopted by the Board of Directors. Termination requires an affirmative vote of two-thirds of all members of the Board of Directors at any regularly or special meeting.

b. The Ethics Committee may suspend or expel a member for a violation of the Code of Ethics upon an affirmative vote of a majority of the Review Panel.

c. HAEAS’ administrative office may automatically terminate a member for nonpayment of membership dues.

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ARTICLE 3. REQUIREMENTS OF MEMBERSHIP

Section 3-1. Core Values

a. The obligations of membership imposed by this Article and Executive Committee are intended to reflect the Society’s core values and distinctive role as a member of this Society, while according appropriate respect for the individual.

b. The Society values and expects its members to value:

(1) Professional conduct at all times;

(2) Continuing education to stay abreast to changes in legislature, appraisal practice, or the fine arts;

(3) Self-governing intellectual community engaged in the creation and dissemination of knowledge about Haitian art, the appraisal profession, and who are devoted to fostering understanding and advancement of the fine arts;

(4) Scholarship, academic freedom, and diversity of viewpoints;

(5) High moral standards and practice; and

(6) Uphold confidentiality and the Code of Ethics.

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ARTICLE 4. MEETINGS

Section 4-1. Meetings

The Society shall hold an Annual Meeting of the Board during HAEAS' Annual Conference at a time and place fixed by the Executive Committee. The Executive Committee may call special meetings at such time and place as it shall select. The Executive Director shall give thirty days' notice of a special meeting to the directors of the Society and shall state the purpose of the meeting. Written notice via email or regular First Class mail—not less than 15 days nor more than 30 days—shall be sent to each director entitled to vote at such meeting.

Section 4-2. Attendance at Meetings

Unless otherwise ordered by a vote of the meeting, all meetings shall be open to those interested in the objectives of the Society. The presiding officer may extend to any such person the privilege of the floor.

Section 4-3. Quorum, Voting, and Rules of Procedure

A quorum consisting of one third (1/3) of the voting members of the board is required to conduct any business of the Society. The Executive Committee is authorized to determine its rules of procedure.

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ARTICLE 5. ADVISORY BOARD AND BOARD OF DIRECTORS

Section 5-1. Governance

The affairs of the Society shall be managed by its Board of Directors, who holds fiduciary responsibility. The Society shall also have an Advisory Board that provides advisory services and informational exchange to the Directors and the Executive Director.

Section 5-2. Board of Directors Structure and Qualifications

The number of Directors shall not exceed nine members, and shall not be fewer than three members. Each director shall serve a term of three (3) years, with election eligibility for an additional three (3) year term. There must be a three (3) year lapse after serving two consecutive terms before eligibility to serve as a Director is restored. At least one third (1/3) of the Board of Directors must currently be appraisers and members in good standing.

Section 5-3. Advisory Board Structure and Qualifications

The number of Advisory Board members shall not exceed fifteen (15) people; no minimum is required. Advisory Board members shall serve a term of three (3) years with eligibility for an additional three (3) years upon the approval of the board of directors. There must be a three (3) year lapse after serving two consecutive terms before eligibility to serve is restored. Expertise and knowledge in the field of Haitian art, and commitment and interest in furthering the arts through the Society’s programs qualifies participation on the Advisory Board.

Section 5-4. Attendance at Meetings

Participation via teleconference or videoconference shall constitute presence in person at the meeting where participants can hear each other.

Section 5-5. Compensation of Board Members

No compensation is given to Directors for their services, except where reasonable expenses incurred by members in relation to their duties will be reimbursed but only upon prior approval from the Board.

Section 5-6. Adherence to Confidentiality and Conflict of Interest

Advisory Board Members, Board of Directors, Executive Director, and staff shall comply with the Confidentiality Agreement of the Society, and adhere to the Conflict of Interest policy.

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ARTICLE 6. OFFICERS

Section 6-1. Officers: Designation: Election

The officers of this Society shall be a President, a Secretary, a Treasurer, Counsel, and the Executive Director. The officers, with the exception of the Executive Director, shall be elected every two years by the Board of Directors at the Annual Meeting.

Section 6-2. Officers: Powers and Functions

a. The President shall perform the functions and exercise the powers customarily those of a chief executive officer of an organization. The President shall serve as the Chair of the Executive Committee created and empowered by Article 6.

b. The Secretary and Treasurer shall perform the functions and exercise the powers customarily those of the Office of the Secretary and Treasurer. The Secretary may delegate, when necessary to effectively conduct the business of the Society, specified duties to other persons. The Treasurer has charge and custody of all funds and securities of the Society, and is responsible for the supervision of receipts and disbursement thereof.

c. The Counsel shall be the legal adviser to the Board of Directors, the Executive Committee, the Elected Officers, the Executive Director, and the committees of the Society, unless otherwise provided, on all matters affecting their respective duties and powers or the affairs of the Society. He or she shall have custody of the Bylaws.

c. The Executive Director shall be the Chief Administrative Officer of the Society. The Executive Director shall, under the authority of the Board of Directors, have overall supervision, direction, and control of the Society and its staff and responsibility for the quality of its programs and services and for operating within the budget approved by the Board. The Executive Director is a member, ex officio, with voice but not vote, of the Board, the Executive Committee and all other committees of the Board.

Section 6-3. Officers: Resignation: Ineligibility to Serve: Death

If the President resigns, becomes ineligible to serve or dies, the President-Elect shall immediately assume the presidency and shall serve in this capacity for the remainder of the unexpired term as well as during his or her own full term as President. If the President-Elect resigns, becomes ineligible to serve or dies, a President as well as a President-Elect shall be elected at the next Annual Meeting. However, if the President or President-Elect resigns, becomes ineligible to serve or dies three or more months before the convening of the Annual Meeting, the President, with the advice of the other Executive Committee members shall appoint a person to serve as Vice President ad interim until the next Annual Meeting. The Vice President ad interim shall be an officer of the Society, a member of the Executive Committee, assume the presidency if the President resigns, becomes ineligible to serve or dies, and is eligible to be elected President or President-Elect.

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ARTICLE 7. EXECUTIVE COMMITTEE

Section 7-1. Executive Committee: Composition

The Executive Committee of the Society shall consist of the Elected Officers and the Executive Director.

Section 7-2. Executive Committee: Eligibility

a. Any Director serving on the Board of Directors is eligible to serve on the Executive Committee.

b. If the President or other member of the Executive Committee is absent without adequate excuse from two regular or special meetings of the Executive Committee within a 12-month period, the Executive Committee may declare that the individual is deemed to have resigned the position and the President shall appoint a successor.

Section 7-3. Powers and Duties

The Executive Committee shall:

a. Conduct the affairs of the Society in the interim between Board Meetings.

b. Receive and act upon all correspondence and complaints addressed to the Society.

c. Report at all regular Board of Directors meetings.

d. Interpret and implement the Society’s requirements.

e. Appoint an Executive Director, with Board approval, who shall possess at a minimum a master of fine arts degree, or possess equivalent experience in the arts. The Executive Director shall serve for an undetermined period until the Board decides otherwise. The Executive Director shall be paid a salary and shall receive retirement and other benefits as determined by the Executive Committee. The Executive Director shall assist the Committee to discharge its powers and duties, and shall be the recording secretary to the Committee. The Executive Director shall also assist the Society’s other committees in attaining the purposes of the Society.

f. Establish a headquarters office of the Society in a suitable location under the management of the Executive Director and provide adequate facilities and personnel to carry on the Society’s business and to maintain its records and the records of the committees.

g. Establish such Standing and Special Committees as it considers desirable to carry on the work and promote the purposes of the Society.

Section 7-4. Manner of Conducting Business

The Executive Committee may conduct its business by any means it deems necessary.

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ARTICLE 8. INDEMNIFICATION

The Society may, by resolution of the Executive Committee, provide for indemnification by the Society of any and all of its directors or officers or former directors or officers, as well as other past and present employees, agents or representatives of the Society, against expenses, including defense costs, actually, necessarily and reasonably incurred by them in connection with any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of their having performed services for the Society, except in relation to matters as to which any such individual shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of their duties, or matters which are settled by agreement predicated on the existence of such liability.

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ARTICLE 9. AMENDMENTS OF BYLAWS

A motion for a proposed amendment to these bylaws (including the requirements and approved policies they embody) shall be vested in the Board of Directors by a two-thirds (2/3) majority at a regular or special meeting.

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