ARTICLE I ORGANIZATION
1. The name of the Organization shall be the Sandwich Arts Alliance, Inc.
2. The Sandwich Arts Alliance, Inc. shall be incorporated as a non-profit organization in Massachusetts.
3. The Sandwich Arts Alliance, Inc. will abide fully by the rules and regulations pertaining to a non-profit
charitable organization in the State of Massachusetts.
4. The mailing address of the initial principal office of the Organization shall be Sandwich Arts Alliance, Inc.,
PO Box 1332, Sandwich, MA, 02563.
ARTICLE II PURPOSES
1. The mission of the Sandwich Arts Alliance is to increase the awareness and enjoyment of the creative arts for
all Sandwich residents and visitors through exhibitions, performances, education, and by mentoring children
and adults. The Organization will contribute to the cultural richness of the town by nurturing relationships
among local artists and by increasing their sustainability. This mission will bring economic vitality to the
town and will make Sandwich a destination for the arts.
2. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be
devoted to said purposes.
3. The Organization's purpose shall be so interpreted as to be consistent with Section 501(c)(3) of the United
States Internal Revenue Code (and successor provisions); no part of its net earnings, if any, shall inure to the
benefit of any private shareholder or individual; and the Organization shall not participate nor intervene by
publishing or distributing statements or otherwise in any political campaign on behalf of any candidate for
public office.
4. To the extent required by Section 501(c)(3) as amended from time to time, no substantial part of the
Organization's activities shall consist of attempting to influence legislation.
ARTICLE III MEMBERSHIP
1. Membership in this organization shall be based on payment of annual dues to be set by the Board of
Directors.
2. All members in good standing shall be eligible to vote for the Board of Directors at the Annual Meeting.
ARTICLE IV BOARD OF DIRECTORS
1. The voluntary Board of Directors shall have charge of the management of the Organization and its property,
and may exercise all or any of its powers.
3. Except as otherwise provided by these By-Laws or in the Articles of Organization, the corporation shall have
a minimum of nine (9) Directors and a maximum of fifteen (15) Directors which includes the Officers.
4. Any vacancy, at any time, existing in the Board of Directors may be filled by the Board of Directors at any
meeting.
5. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, Directors shall
hold office for a term of two (2) years. The initial Board shall be elected with some 1-year terms and some 2-
year staggered terms, so as to distribute the Board within maturing terms.
6. Directors may resign by delivering their written resignation to the Organization at its principal office or to the
President. Such resignation shall be effective upon receipt unless it is specified to be effective at some other
time.
7. A Director may be removed from office with or without cause by vote of a majority of the Directors then in
office. A Director may be removed only after reasonable notice and opportunity to be heard before the Board
of Directors.
8. The President of the organization, by virtue of the office, shall be Chairman of the Board of Directors.
9. The Board of Directors shall elect from their membership the Officers.
ARTICLE V NOMINATING COMMITTEE
1. The Board of Directors shall appoint a Nominating Committee for the purpose of recommending a slate of
Directors to be voted on at the Annual Meeting.
2. The Nominating Committee shall present a slate chosen from Directors and members.
3. At the Annual Meeting in June, the proposed slate shall be voted on by all members in attendance and in
good standing.
4. Votes shall be tallied and reported on by the Secretary.
ARTICLE VI OFFICERS
1. The officers of the organization shall be President, Vice President, Secretary, and Treasurer.
a) Terms of office are two years.
b) President and Secretary will be elected in the even years.
c) Vice President and Treasurer will be elected in the uneven years.
2. The President shall:
a) Preside at all meetings, with the exception described in Article VI, Section 3.
b) See that all books, reports and certificates required by law are properly kept or filed.
c) Be one of the officers who may sign the checks or drafts of the organization.
3. The Vice-President shall, in the absence or inability of the President to exercise the office, become acting
president of the organization with all the rights, privileges, and powers as if he/she had been the duly elected
president.
4. The Secretary shall keep the minutes and records of the organization in books kept for that purpose, shall
present at meetings the minutes of the preceding meeting, including voting counts.
5. The Treasurer shall:
a) Have the care and custody of all monies belonging to the organization.
b) Be solely responsible for such monies or securities of the organization.
c) Be responsible for deposits in a regular bank or trust company.
d) Be one of the officers who shall sign checks or drafts of the organization.
e) Render at regular meetings a verbal account of the finances of the organization.
f) Render at stated periods, determined by the Board of Directors, a written account of the finances of the
6. Officers shall by virtue of their office be members of the Board of Directors.
7. No person may hold two offices at the same time.
ARTICLE VII MEETINGS
1. Regular meetings of the Board of Directors shall be held on a monthly basis unless waived by the President,
with no less than four (4) meetings held each year.
2. Meeting agendas shall be provided at least two (2) days in advance of Board meetings.
3. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the
transaction of business.
4. Special meetings of the Board of Directors may be called by the President or a majority of Board members.
organization. Such report shall be physically affixed to the minutes of such meeting.
a) Members shall be notified by the Secretary no less than twenty-four (24) hours in advance of a special
meeting, unless every member of the Board verbally, or by electronic transmission, consents to a meeting
within a shorter period of time.
b) A quorum of the Board of Directors must be present to conduct a special meeting.
5. The Annual Meeting shall be held in June for the election of Directors.
6. The Secretary shall post and electronically send all members the Annual Meeting agenda and all relevant
materials 30 days in advance of the meeting.
ARTICLE VIII VOTING
1. At all meetings, except for the election of officers and directors, all votes shall be by voice or a show of
hands.
2. For election of officers, anonymous ballots shall be provided.
3. At any regular or special meeting, if a majority requests, any question may be voted upon by an anonymous
written ballot.
4. Each Director shall have one (1) vote and such voting may not be done by proxy unless the vote is for
officers.
5. The Secretary shall conduct the election of Officers and be responsible for tallying the votes.
6. In extenuating circumstances, such as weather, the Board may make decisions electronically.
ARTICLE IX SALARIES
1. Directors will not receive payment for their services on the Board.
2. No Officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein
shall be construed to prevent an Officer or Director from receiving any compensation from the organization
for duties other than as a director or officer.
3. The Board of Directors shall hire and fix the compensation of any and all vendors which they determine to be
necessary for the conduct of the business of the organization.
ARTICLE X COMMITTEES
1. All committee representatives of this organization shall be appointed by the Board of Directors and their term
of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
2. The nature of the committees shall be decided upon by the President and with the approval of the Board of
Directors.
3. The committees are subject to change from time to time depending upon organizational needs.
ARTICLE XI FISCAL YEAR
1. The Fiscal Year of this Organization shall begin on the first day of July and end on the last day of June each
year.
ARTICLE XII DISSOLUTION
1. In the event this Organization is dissolved without prior termination or disposition of funds, the remaining
funds, after payment of any indebtedness, shall be given to a non-profit charitable organization, on Cape Cod,
which in some way supports the arts.
2. In the event of the inability of the Organization to fill vacancies in both the President and Vice President
offices at the same time, the Treasurer may dissolve the Organization.
ARTICLE XIII AMENDMENTS
1. These Bylaws may be altered, amended or repealed when there is a need to do so.
2. The President shall appoint a Bylaw Committee to propose any changes.
3. The Bylaw Committee shall present the proposed changes (if any) to the Board of Directors for approval
before presenting the proposed changes for a vote of the general membership at the Annual Meeting.
4. At least 30 days prior to the Annual Meeting, the proposed Bylaw Amendments, shall be sent, in writing or
electronically, to all members.
5. Amended Bylaws shall be adopted by a two-thirds majority vote of the members in good standing present at
the Annual Meeting.
1. The name of the Organization shall be the Sandwich Arts Alliance, Inc.
2. The Sandwich Arts Alliance, Inc. shall be incorporated as a non-profit organization in Massachusetts.
3. The Sandwich Arts Alliance, Inc. will abide fully by the rules and regulations pertaining to a non-profit
charitable organization in the State of Massachusetts.
4. The mailing address of the initial principal office of the Organization shall be Sandwich Arts Alliance, Inc.,
PO Box 1332, Sandwich, MA, 02563.
ARTICLE II PURPOSES
1. The mission of the Sandwich Arts Alliance is to increase the awareness and enjoyment of the creative arts for
all Sandwich residents and visitors through exhibitions, performances, education, and by mentoring children
and adults. The Organization will contribute to the cultural richness of the town by nurturing relationships
among local artists and by increasing their sustainability. This mission will bring economic vitality to the
town and will make Sandwich a destination for the arts.
2. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be
devoted to said purposes.
3. The Organization's purpose shall be so interpreted as to be consistent with Section 501(c)(3) of the United
States Internal Revenue Code (and successor provisions); no part of its net earnings, if any, shall inure to the
benefit of any private shareholder or individual; and the Organization shall not participate nor intervene by
publishing or distributing statements or otherwise in any political campaign on behalf of any candidate for
public office.
4. To the extent required by Section 501(c)(3) as amended from time to time, no substantial part of the
Organization's activities shall consist of attempting to influence legislation.
ARTICLE III MEMBERSHIP
1. Membership in this organization shall be based on payment of annual dues to be set by the Board of
Directors.
2. All members in good standing shall be eligible to vote for the Board of Directors at the Annual Meeting.
ARTICLE IV BOARD OF DIRECTORS
1. The voluntary Board of Directors shall have charge of the management of the Organization and its property,
and may exercise all or any of its powers.
3. Except as otherwise provided by these By-Laws or in the Articles of Organization, the corporation shall have
a minimum of nine (9) Directors and a maximum of fifteen (15) Directors which includes the Officers.
4. Any vacancy, at any time, existing in the Board of Directors may be filled by the Board of Directors at any
meeting.
5. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, Directors shall
hold office for a term of two (2) years. The initial Board shall be elected with some 1-year terms and some 2-
year staggered terms, so as to distribute the Board within maturing terms.
6. Directors may resign by delivering their written resignation to the Organization at its principal office or to the
President. Such resignation shall be effective upon receipt unless it is specified to be effective at some other
time.
7. A Director may be removed from office with or without cause by vote of a majority of the Directors then in
office. A Director may be removed only after reasonable notice and opportunity to be heard before the Board
of Directors.
8. The President of the organization, by virtue of the office, shall be Chairman of the Board of Directors.
9. The Board of Directors shall elect from their membership the Officers.
ARTICLE V NOMINATING COMMITTEE
1. The Board of Directors shall appoint a Nominating Committee for the purpose of recommending a slate of
Directors to be voted on at the Annual Meeting.
2. The Nominating Committee shall present a slate chosen from Directors and members.
3. At the Annual Meeting in June, the proposed slate shall be voted on by all members in attendance and in
good standing.
4. Votes shall be tallied and reported on by the Secretary.
ARTICLE VI OFFICERS
1. The officers of the organization shall be President, Vice President, Secretary, and Treasurer.
a) Terms of office are two years.
b) President and Secretary will be elected in the even years.
c) Vice President and Treasurer will be elected in the uneven years.
2. The President shall:
a) Preside at all meetings, with the exception described in Article VI, Section 3.
b) See that all books, reports and certificates required by law are properly kept or filed.
c) Be one of the officers who may sign the checks or drafts of the organization.
3. The Vice-President shall, in the absence or inability of the President to exercise the office, become acting
president of the organization with all the rights, privileges, and powers as if he/she had been the duly elected
president.
4. The Secretary shall keep the minutes and records of the organization in books kept for that purpose, shall
present at meetings the minutes of the preceding meeting, including voting counts.
5. The Treasurer shall:
a) Have the care and custody of all monies belonging to the organization.
b) Be solely responsible for such monies or securities of the organization.
c) Be responsible for deposits in a regular bank or trust company.
d) Be one of the officers who shall sign checks or drafts of the organization.
e) Render at regular meetings a verbal account of the finances of the organization.
f) Render at stated periods, determined by the Board of Directors, a written account of the finances of the
6. Officers shall by virtue of their office be members of the Board of Directors.
7. No person may hold two offices at the same time.
ARTICLE VII MEETINGS
1. Regular meetings of the Board of Directors shall be held on a monthly basis unless waived by the President,
with no less than four (4) meetings held each year.
2. Meeting agendas shall be provided at least two (2) days in advance of Board meetings.
3. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the
transaction of business.
4. Special meetings of the Board of Directors may be called by the President or a majority of Board members.
organization. Such report shall be physically affixed to the minutes of such meeting.
a) Members shall be notified by the Secretary no less than twenty-four (24) hours in advance of a special
meeting, unless every member of the Board verbally, or by electronic transmission, consents to a meeting
within a shorter period of time.
b) A quorum of the Board of Directors must be present to conduct a special meeting.
5. The Annual Meeting shall be held in June for the election of Directors.
6. The Secretary shall post and electronically send all members the Annual Meeting agenda and all relevant
materials 30 days in advance of the meeting.
ARTICLE VIII VOTING
1. At all meetings, except for the election of officers and directors, all votes shall be by voice or a show of
hands.
2. For election of officers, anonymous ballots shall be provided.
3. At any regular or special meeting, if a majority requests, any question may be voted upon by an anonymous
written ballot.
4. Each Director shall have one (1) vote and such voting may not be done by proxy unless the vote is for
officers.
5. The Secretary shall conduct the election of Officers and be responsible for tallying the votes.
6. In extenuating circumstances, such as weather, the Board may make decisions electronically.
ARTICLE IX SALARIES
1. Directors will not receive payment for their services on the Board.
2. No Officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein
shall be construed to prevent an Officer or Director from receiving any compensation from the organization
for duties other than as a director or officer.
3. The Board of Directors shall hire and fix the compensation of any and all vendors which they determine to be
necessary for the conduct of the business of the organization.
ARTICLE X COMMITTEES
1. All committee representatives of this organization shall be appointed by the Board of Directors and their term
of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
2. The nature of the committees shall be decided upon by the President and with the approval of the Board of
Directors.
3. The committees are subject to change from time to time depending upon organizational needs.
ARTICLE XI FISCAL YEAR
1. The Fiscal Year of this Organization shall begin on the first day of July and end on the last day of June each
year.
ARTICLE XII DISSOLUTION
1. In the event this Organization is dissolved without prior termination or disposition of funds, the remaining
funds, after payment of any indebtedness, shall be given to a non-profit charitable organization, on Cape Cod,
which in some way supports the arts.
2. In the event of the inability of the Organization to fill vacancies in both the President and Vice President
offices at the same time, the Treasurer may dissolve the Organization.
ARTICLE XIII AMENDMENTS
1. These Bylaws may be altered, amended or repealed when there is a need to do so.
2. The President shall appoint a Bylaw Committee to propose any changes.
3. The Bylaw Committee shall present the proposed changes (if any) to the Board of Directors for approval
before presenting the proposed changes for a vote of the general membership at the Annual Meeting.
4. At least 30 days prior to the Annual Meeting, the proposed Bylaw Amendments, shall be sent, in writing or
electronically, to all members.
5. Amended Bylaws shall be adopted by a two-thirds majority vote of the members in good standing present at
the Annual Meeting.