ARTICLE 1. NAME

Section 1. The name of this organization shall be Scottsdale Artists League Inc.

ARTICLE 2. PURPOSE

Section 1. The purpose of the organization shall be:

(a) To encourage the practice of art and to support and encourage the study and application of art as an avocation or career.

(b) To promote ethical principles and practices.

(c) To advance the interest and appreciation of art in all its forms.

(d) To fulfill charitable purposes as budget allows and to maintain compliance with Internal Revenue Service requirements for organizations exempt under Section 501(c)(3).

(e) To carry out charitable and educational activities consistent with Section 501(c)(3) of the Internal Revenue Code.

ARTICLE 3. MEMBERSHIP

Section 1. Charter Members. Individuals who joined the Scottsdale Artists League on or before August 8, 1961 shall be recognized as Charter Members. This designation is honorary and historical and does not grant additional privileges beyond those of Active Members unless otherwise determined by the Board of Directors.

Section 2. Eligibility. A person shall be eligible for membership if they:

(a) Have attained the age of eighteen (18) years;

(b) Demonstrate an interest in the objectives and purposes of the League and a willingness to support its activities;

(c) Submit a membership application through the League’s designated enrollment system;

(d) Pay the required annual dues;

(e) Agree to abide by the Scottsdale Artists League Code of Conduct; and

(f) Agree to adhere to the League’s Artist Reference Material Usage Policy.

The (1) Code of Conduct and (2) Artist Reference Material Usage Policy shall be maintained by the Board of Directors and made available to all members through the League’s website or other reasonable means.

The League does not and shall not discriminate in its membership on the basis of race, color, religion, sex, gender, gender identity, sexual orientation, national origin, age, disability, or any other characteristic protected by applicable law.

Section 3. Membership Categories.

(a) Active Members are individuals who pay membership dues, support the objectives of the League, and maintain membership in good standing. Active Members shall have full general voting rights and may participate in all League activities, subject to these Bylaws.

(b) Honorary Members may be awarded honorary membership by the Board of Directors in recognition of distinguished service to the League. Honorary Members are not considered Active Members.

(c) Rights and Limitations – The Board of Directors may define and modify specific privileges associated with each membership category.

Section 4. Membership Dues. Membership dues shall be established and may be modified by the Board of Directors. The membership term shall be one (1) year from the date of joining unless otherwise determined by Board policy. Memberships become delinquent after the due date has passed. Membership dues, once received, are generally not subject to refund, except as may be authorized by the Board of Directors in its sole discretion.

Section 5. Good Standing. A member shall be considered in good standing if all of the following conditions are met:

(a) The member has met all financial obligations of the organization, including timely payment of annual dues;

(b) The member is not currently subject to a show participation ban under Article 8; and

(c) The member is not currently subject to any active disciplinary action under Article 8, including a written warning, suspension, or expulsion.

Only Active Members in good standing shall be eligible to vote, enter and exhibit in League shows (including but not limited to Artist of the Month competitions, Arizona Art Alliance shows through Scottsdale Artists League, and other League activities and shows), serve on the Board of Directors, or hold any office.

Members who are not in good standing due to a disciplinary action may regain good standing upon completion of the applicable disciplinary period, provided all other conditions of good standing are met.

Section 6. Disciplinary Actions.

(a) A written warning shall be considered an active disciplinary action for ninety (90) days from the date it is issued, unless the Board of Directors specifies a different duration in the written warning.

(b) A suspension shall be considered active for its stated duration.

(c) An expulsion shall permanently remove a member from the League. An expelled member shall not be eligible for future membership.

Persons not in good standing may not enjoy any of the privileges of the League, including but not limited to participation in League shows, exhibitions, and events, voting on League matters, serving on the Board of Directors, or holding any office.

ARTICLE 4. BOARD OF DIRECTORS

Section 1. Definition. The Board of Directors consists of Executive Officers, Past President, and General Board Members who form the leadership of the organization. The Board of Directors shall have a maximum of twelve members.

Section 2. Voting Rights of the Board of Directors. A quorum at a Board Meeting will consist of a minimum of five with two of those being Executive Officers. In the event of a tie, the President’s vote will break the tie.

Section 3. Executive Officers. Executive Officers are members of the Board of Directors and consist of the following: President, Vice President 1, Vice President 2, Secretary, and Treasurer. Elections are held at the June General Meeting, which is considered the “Annual Meeting.”

Executive Officers shall be nominated by the Board of Directors and presented to the membership at least thirty (30) days prior to the Annual Meeting. Elections shall be held at the Annual Meeting. Executive Officers shall assume the duties of their respective offices immediately thereafter for one year. There will be no term limits so long as the membership officially elects an officer to hold that office at each Annual Meeting.

Duties of Executive Officers

President. Shall preside at all General, Board, and special meetings and act as executive officer of the organization. If the President is unable to attend any meetings or fulfill duties at any given time, the order of succession shall be: (1) Vice President 1, (2) Vice President 2. If neither is available, the President shall appoint a temporary presiding officer. If the office of President becomes vacant mid-term, the Vice President 1 shall assume the Presidency for the remainder of the term. If there is no Vice President 1, the Vice President 2 shall assume the Presidency.

Vice President 1. The Vice President 1 is a succession and training role intended to ensure continuity of League leadership. The Vice President 1 shall be elected at the Annual Meeting and shall serve a one-year term. The Vice President 1 shall attend General, Board, and special meetings, assist the President with duties as assigned, and familiarize themselves with all aspects of League operations in preparation for assuming the Presidency. The Vice President 1 shall serve as acting President in the absence of the President. When the incumbent President does not seek re-election, the Vice President 1 shall be presented as the nominee for President thirty (30) days prior to the next Annual Meeting, subject to membership vote. If the incumbent President continues to serve, the Vice President 1 shall remain in the role and continue preparing for future succession. The office of Vice President 1 may remain vacant if no candidate is nominated or elected.

Vice President 2. Shall perform the duties of the President in the absence of both the President and Vice President 1 and shall perform whatever duties are assigned or required to aid the President.

Secretary. Shall record the minutes of each General, Board, and special meeting, maintain all usual records, and authenticate corporate records as required by law.

Treasurer. Shall receive all monies and pay all bills for services approved by the Board of Directors. The Treasurer shall have a petty cash fund from which they may pay small items. Careful records of all monies shall be kept. The Treasurer shall ensure that all required forms for taxes and 501(c)(3) reporting are prepared and filed with the appropriate government agencies.

Note: If an Executive Officer cannot fulfill the duties of their office, an interim acting officer may be appointed by the Board of Directors to finish that term. An interim officer may be elected to officially hold that same office at the next Annual Meeting.

Section 4. General Board Members. General Board Members are interested, qualified members who are active and committed to the League. General Board Members are nominated and approved by the Board of Directors. General Board Members include:

(a) Past President; and

(b) League members nominated and approved by the existing Board of Directors.

Section 5. Resignation. A Member of the Board of Directors may resign at any time by providing written notice to the Board of Directors. Resignation does not relieve the Member of any obligations incurred before the date of resignation.

Duties of General Board Members

Past President. The immediate Past President shall serve in an advisory capacity to the Board of Directors for a period of one (1) year following completion of their term as President. The Past President shall attend meetings of the Board of Directors and provide guidance to support continuity of leadership and organizational knowledge.

General Board Members. The duties of General Board Members include leadership of the organization, nomination of new directors when needed, attendance at all Board meetings, and formation of temporary and standing roles and committees.

All business of the organization shall be taken up by the Board of Directors. If a Board Member is unable to fulfill their duties, the Board of Directors may appoint a replacement.

Section 6. Removal of Directors.

(a) Executive Officers (elected by the membership) may be removed by a vote of the membership with or without cause, at any meeting where notice of the proposed removal has been provided.

(b) General Board Members (appointed by the Board) may be removed with or without cause by a two-thirds vote of the directors then in office.

(c) Notice of any meeting at which removal of a director will be considered must state that purpose.

(d) A director or officer who is suspended or expelled under the Code of Conduct shall be automatically removed from their Board or officer position for the duration of the suspension or, in the case of expulsion, permanently.

ARTICLE 5. ORGANIZATIONAL OVERSIGHT

The League utilizes committees as an organizational tool, with key standing committees and their chairpersons to support the League’s progress and growth. The Board of Directors is responsible for oversight of all committee chairpersons and supporting coordinators.

Director of Shows. Shall work with Vice President(s) to scout venues, coordinate with Show Chairpersons on all show forms and documentation, and provide support as needed.

Show Chairpersons. Show Chairpersons and Co-Chairpersons shall have complete discretion to accept or reject any artwork submitted for a League show, and to determine the placement, arrangement, and manner of display of all accepted artwork. No justification or explanation for these decisions shall be required. These decisions shall not be based on any characteristic protected by applicable law.

Show Chairpersons and Co-Chairpersons shall have the authority to dismiss any submission that, in their reasonable judgment, does not or may not comply with the League’s Artist Reference Material Usage Policy or venue requirements. The Show Chairperson’s determination on compliance shall be final.

Show Chairpersons and Co-Chairpersons shall also have the authority to remove any artwork or participant from a show at any time for conduct that is disruptive, disrespectful, or detrimental to the League, the show, the venue, or its partners. These decisions shall be final and not subject to appeal. Reference: Scottsdale Artists League Code of Conduct.

When necessary, Show Chairpersons and Co-Chairpersons may relocate artwork off premises, including transporting artwork to a secure location for storage or return to the artist. The League shall exercise all reasonable care in the handling and transportation of artwork.

If any dispute or conflict arises, the Director of Shows must be notified as soon as possible.

Program Coordinator. Shall secure the guest presenter for regular meetings. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

Membership Coordinator. Shall secure and keep permanent records of the name, address, and telephone number of all members, formally introduce and welcome new members at the meetings, prepare a roster of members, and secure a membership nametag. They will sell 50/50 tickets, give out information about meeting schedules, and secure raffle prizes. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

Publicity / Social Media Coordinator. Shall publicize events, activities, and membership accomplishments for the League. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

Webmaster. Shall maintain and update the League’s website and online calendar as needed and in a timely manner for coordination of the League’s events. The Webmaster shall also manage online storage of foundational documents. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

Newsletter Editor-in-Chief. Shall maintain and prepare a monthly newsletter and coordinate with League members to gather news, accomplishments, and photos. The Editor-in-Chief will also coordinate with the Webmaster to post the final monthly newsletter online in a timely manner. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

Hospitality Coordinator. Shall set up and clean up refreshments provided by League members. Additional members who help with this position will be considered committee members and the coordinator becomes the committee chairperson reporting to the Board of Directors.

ARTICLE 6. MEETINGS

Section 1. General Membership Meetings. General membership meetings shall be held on the first Tuesday of each month (except July and August) for all members, unless otherwise authorized by the Board of Directors. The June General Meeting shall serve as the Annual Meeting.

Section 2. Special Membership Meetings. Special meetings of the membership may be called by the Board of Directors or by the President. The Board shall also call a special meeting when Active Members holding at least ten percent (10%) of the voting power submit a signed and dated written demand describing the purpose of the meeting. Only business described in the meeting notice may be conducted at a special meeting.

Section 3. Notice of Membership Meetings. The regular meeting schedule established in Section 1 shall constitute notice for all regular General Meetings. Separate written notice shall be provided at least ten (10) days before any meeting at which specific action will be taken, including bylaw amendments, elections, removal of directors, or dissolution. Notice of a special meeting shall describe the purpose(s) and be provided at least ten (10) days but no more than sixty (60) days before the meeting date.

Section 4. Quorum for Membership Meetings. A quorum at any General or special membership meeting shall consist of ten percent (10%) of the Active Members in good standing. If a quorum is present, action may be taken by a majority of the votes cast unless a higher vote is required by these Bylaws or by law.

Section 5. Board of Directors Meetings. Regular Board of Directors meetings shall be held once a month on the fourth Tuesday of each month except in July, or as called by the President.

Section 6. Special Board Meetings. Special meetings of the Board may be called by the President or by at least twenty percent (20%) of the directors then in office. At least two (2) days’ notice of the date, time, and place shall be given to all directors.

Section 7. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the League in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order the League may adopt. Meetings shall be conducted informally unless a member invokes formal parliamentary procedure.

Section 8. Action Without a Meeting. The Board of Directors may take action without a meeting if each director entitled to vote on the matter consents to the action in writing, including by email, and the written consents are filed with the League's corporate records. Action by written consent shall have the same force and effect as a unanimous vote at a duly called meeting, consistent with A.R.S. § 10-3704.

ARTICLE 7. AMENDMENTS

These Bylaws may be amended at any regular General Meeting by a two-thirds vote of the votes cast, provided a quorum is present and the following conditions are met:

(a) The proposed amendment has been recommended by the Board of Directors (or, if the Board declines to recommend, the Board has communicated its reasons to the membership);

(b) The proposed amendment has been presented in writing to the membership at least ten (10) days prior to the meeting at which the vote will take place; and

(c) The notice of the meeting states that a bylaw amendment will be considered.

ARTICLE 8. DISCIPLINARY PROCEDURES

Section 1. Code of Conduct. The Scottsdale Artists League maintains a Code of Conduct that establishes standards of behavior expected of all members. The Code of Conduct is a separate document maintained and amended by a quorum of the Board of Directors and is available on the SAL website. All members are expected to read, understand, and adhere to the Code of Conduct as a condition of membership and participation in shows and events. Violations of the Code of Conduct may result in disciplinary action as set forth in the Code of Conduct.

Section 2. Due Process Requirements. Before any member may be suspended, expelled, or have their membership terminated, the following minimum steps shall be taken, consistent with ARS 10-3621:

(a) The member shall receive written notice at least fifteen (15) days before the effective date of the proposed action, stating the reasons for the action;

(b) The member shall have an opportunity to be heard, orally or in writing, at least five (5) days before the effective date, before a person or body authorized by the Board to decide the matter; and

(c) The procedure shall be fair and reasonable under the circumstances.

(d) A two-thirds (2/3) vote of the Board members present and eligible to vote (excluding recused members) shall be required to suspend or expel a member.

Written warnings that do not rise to the level of suspension or expulsion are not subject to this section but shall be documented in writing and delivered to the member.

Section 3. Show Participation Bans. The Board of Directors may impose a show participation ban as a form of disciplinary action against any member for violations of the Code of Conduct, the Artist Reference Material Usage Policy, or these Bylaws. A show participation ban shall prohibit the member from entering, exhibiting in, or participating in any League show for the duration specified by the Board. The Board shall specify the duration of the ban in writing and deliver notice to the member. A show participation ban shall affect the member’s good standing as provided in Article 3, Section 5. Show participation bans that exceed thirty (30) days shall be subject to the due process requirements of Section 2 of this Article.

ARTICLE 9. DISSOLUTION

Section 1. Approval. Dissolution of the Scottsdale Artists League Inc. shall require a recommendation by the Board of Directors and approval by a majority of the votes cast by Active Members at a meeting where notice of the proposed dissolution has been provided.

Section 2. Distribution of Assets. Upon dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the organization, distribute all remaining assets of the League to one or more organizations exclusively operated for charitable, educational, or artistic purposes and that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future federal tax law). No part of the assets of the organization shall inure to the benefit of any member, director, officer, or private individual.

Section 3. Filing. Articles of dissolution shall be filed with the Arizona Corporation Commission as required by law.

ARTICLE 10. INDEMNIFICATION

The League shall indemnify any director or officer who is a prevailing party in any proceeding to which they were a party because of their role as a director or officer, against reasonable expenses incurred in connection with the proceeding, as required by ARS 10-3852.

The League may also indemnify any director or officer who acted in good faith and reasonably believed their conduct was in the League’s best interests, to the extent permitted by ARS 10-3851.

ARTICLE 11. CONFLICT OF INTEREST

Section 1. Duty to Disclose. Directors, officers, and committee chairpersons shall disclose any interest — whether financial, personal, or relational — in any matter coming before the Board. For purposes of this Article, an “interest” includes but is not limited to:

(a) A financial interest, whether direct or indirect, in the outcome of a matter before the Board;

(b) A family relationship (by blood, marriage, or adoption) with any person who is the subject of, or who may be materially affected by, a matter before the Board;

(c) A close personal relationship — including but not limited to a significant friendship, romantic relationship, business partnership, or cohabitation — with any person who is the subject of, or who may be materially affected by, a matter before the Board; or

(d) Any other relationship or circumstance that could reasonably be perceived as impairing the director’s, officer’s, or committee chairperson’s ability to act impartially in the best interests of the League.

Section 2. Mandatory Recusal. Any director, officer, or committee chairperson who has a disclosable interest under Section 1 of this Article shall:

(a) Promptly disclose the nature and extent of the interest to the Board of Directors before any discussion or action is taken on the matter;

(b) Recuse themselves from all discussion, deliberation, and debate on the matter, whether conducted at a Board meeting, a special meeting, a committee meeting, or through any informal or electronic communication among Board members;

(c) Physically absent themselves from the meeting room (or, for virtual meetings, leave the virtual meeting space) for the duration of all discussion, deliberation, and voting on the matter; and

(d) Abstain from voting on the matter.

A recused director shall not be counted toward the quorum for the matter from which they are recused, consistent with A.R.S. § 10-3824.

Section 3. Disciplinary Matters. The recusal requirements of Section 2 shall apply with particular force to disciplinary proceedings under Article 8 of these Bylaws. Any director, officer, or committee chairperson who has a close personal relationship, family relationship, financial interest, or any other interest described in Section 1 with or in a member who is the subject of a disciplinary matter shall be fully recused from all aspects of that disciplinary matter, including but not limited to:

(a) Any investigation or fact-finding related to the matter;

(b) Any discussion or deliberation regarding whether disciplinary action is warranted;

(c) Any discussion or deliberation regarding the nature or severity of disciplinary action to be imposed;

(d) Any vote on the matter; and

(e) Any appeal or reconsideration of the matter.

The recused individual shall not communicate with other Board members regarding the disciplinary matter, whether formally or informally, for the purpose of influencing or attempting to influence the outcome.

Section 4. Determination of Conflict. If a director, officer, or committee chairperson fails to self-disclose an interest, any other director may raise the issue. The remaining disinterested directors shall determine, by majority vote, whether a conflict of interest exists requiring recusal. This determination shall be final and shall be recorded in the minutes.

Section 5. Effect of Recusal on Quorum and Voting. When one or more directors are recused from a matter under this Article, the quorum and voting requirements for that matter shall be calculated based on the number of directors eligible to participate (i.e., excluding recused directors), provided that at least three (3) eligible directors remain to act on the matter. If fewer than three (3) eligible directors remain after recusals, the Board shall table the matter and may seek guidance from legal counsel or appoint a disinterested ad hoc committee of Active Members in good standing to review and make a recommendation.

Section 6. Documentation. All disclosures, recusals, and conflict-of-interest determinations shall be recorded in the minutes of the meeting at which they occur.

Section 7. Additional Policies. The Board of Directors may adopt a more detailed conflict of interest policy, consistent with this Article, as needed.