A Business Meeting of the Members of the Art Students League of New York will be held Wednesday, April 21 at 6:00 pm on Zoom. The meeting will consider four packages of By-Law changes.
1. EXECUTIVE DIRECTOR, EMPLOYEES AND AGENTS
This new By-Law expressly recognizes that The League has a professional, full-time administration led by the Executive Director. Though this structure has been in place for 70 years or more, it has never been part of our By-Laws. The proposed new By-Law (not yet numbered) states in its entirety:
“In carrying out its responsibilities, the Board of Control may appoint an Executive Director (titled as such or as the Board of Control otherwise determines) to execute and advance the mission of the League, including to manage its operations and hire staff. Such Executive Director shall regularly report to the President and the Board of Control about all of the activities of the League within the scope of such Executive Director’s authority.
Additionally, the Board of Control may from time to time appoint such other employees and agents as it shall deem necessary to carry out the mission and management of the League.
Employees and agents of the League shall have such authority and perform such duties as the Board of Control may from time to time determine and shall hold office at the pleasure of the Board of Control. To the fullest extent allowed by law, the Board of Control may delegate to the Executive Director or any employee or agent any powers possessed by the Board of Control and may prescribe their respective title, terms of office, authorities, duties, and compensation. “
2. BOARD PRESIDENT AND VICE PRESIDENTS
The proposed changes to By-Laws III: PRESIDENT and IV: VICE PRESIDENTS update them in accordance with League practice and culture. They also change the process for replacing a vice president who leaves office during their term. The change gives this responsibility to the Board rather than conducting a special election. A special election remains the process for choosing a successor to a President who leaves office.
“The President shall have general supervision of the affairs of the League and preside at all meetings of the Members and all meetings of the Board of Control. The President shall appoint all committees and committee chairs not otherwise provided for in the League’s Constitution and By-Laws and shall be an ex-officio member of all committees. The President has the power to sign and execute in the name of the League all contracts authorized either generally or specifically by the Board of Control, unless the Board of Control has specifically required an additional signature.
Concerning communications, the President shall: (i) be the spokesperson for the Board of Control and see that Member communications to the Board of Control are responded to, (ii) see that the Members and the Board of Control are informed about the activities of the League, (iii) present at the Annual Meeting an address, giving a general statement of the condition of the League, and (iv) propose such measures as are requisite for the League’s welfare and prosperity and for the advancement of the mission of the League.
In addition to the foregoing, the President shall perform all duties customarily carried out by the president of a not-for-profit organization and such other duties as from time to time may be agreed upon with the Board of Control.
In case of the resignation, disability, or death of the President, the Board of Control shall call a Special Meeting of the Members to be held within thirty days thereafter for the purpose of nominating and electing a successor for the remainder of the term.”
Each Vice President shall have such powers and duties as may be assigned by the Board of Control. Both Vice Presidents shall be ex-officio members of all committees. In the absence of the President, the Vice Presidents shall perform the duties of the President as assigned by the Board of Control. In case of the resignation, disability, or death of either of the Vice Presidents, the Board of Control shall appoint a successor for the remainder of the term.”
These proposed changes would revise and update By-Law V: TREASURER. The duties described therein would be updated in accordance with League practice, industry expectations and law. Key provisions would:
Set forth the discrete responsibilities of the Treasurer with clarity and in a manner aligned with New York State Law, the needs of the League, and good practices.
Provide support for the Treasurer by authorizing the appointment of one or more Assistant Treasurers, which persons may be League staff, as the League staff carries out many of the Treasurer’s responsibilities.
4. REARDING FINANCIAL MATTERS
These new By-Laws include: (1) Annual Report, (2) Fiscal Authority & Contracts, and (3) Indemnification & Insurance. These By-Laws (not currently numbered) would reflect and update League practice in accordance with industry good practices and law. Key provisions would:
Set forth the requirements for the annual report as required by New York State Law to be overseen by the Treasurer.
Address contracting and spending authority of the Treasurer in a new By-Law.
Establish an indemnification and insurance provision that makes indemnification mandatory with regard to Board of Control members and officers and permissive with respect to League employees and agents.
The new Amendment being proposed by the Board of Control and the Constitutional Reform Committee for member approval at the January 27 Members Meeting would consolidate several sections dealing with Board of Control elections under By-Law XII, which makes the process easier to understand. The proposed Amendment would also add language to obligate The League to hold a “meet the candidates forum” each year during the campaign season. You can see the full mark-up in the document below:
The following documents explain and set out Amendments to the League’s Constitution and By-Laws approved by the Board of Control October 27, 2020 for consideration at the League’s Annual Members Meeting Scheduled for December 2, 2020.
Amendment Proposal A
This series of changes updates the Constitution and By-Laws to use gender neutral terms and to correct inconsistent use of certain defined terms. For example, the pronoun “He” referencing the President would be replaced with “The President.” These updates make no substantive changes to the meaning or intent of any provisions of the Constitution or By-Laws.
This amendment addresses two issues:
The position of Secretary: This Amendment would
1) Combine the BOC officer positions of Corresponding Secretary and
Recording Secretary into a single BOC officer position of Secretary;
2) Set forth the discrete responsibilities of the Secretary with clarity and in a manner aligned with New York State Law, the needs of the League, and good practices;
3) Provide support for the Secretary by authorizing the appointment of one or more
Assistant Secretaries, who could be League staff, since the League staff
carries out many of the Secretary responsibilities.
Whether all Board Members are “Officers:” The Amendment would remove the designation of all BOC members as officers in the Constitution, because “officers” has a defined meaning in the law which may not apply to all Board members. This action would not have any immediate effect, because Board members are also considered officers in the By-Laws. But because the Constitution can only be amended at the December annual meeting, this change provides flexibility in case we decide to make a similar change to the By-Laws in 2021.
Amendment Proposal C
The primary purpose of this Amendment is to expressly permit electronic participation in League meetings to the extent permitted by law, as well as clarifying other language concerning meetings. (The League has been conducting electronic meetings this year under special New York State rules put into place during the COVID emergency.)
Amendment Proposal D
This Amendment would clarify that Members can be elected at the Annual Meeting as well as other Member meetings in addition to just at Business Meetings.