(A)   Purpose.
      (1)   Vision. The Mattoon Arts Council envisions a vibrant, creative community where arts activities are frequent and evident, where members of the community have opportunities to experience and engage in the arts directly and where arts activities are appreciated as an asset for the community and economic development.
      (2)   Mission. The Mattoon Arts Council supports, develops, facilitates and promotes high-quality, affordable arts programs and events for people of all ages.
      (3)   Values.
         (a)   Our work must be done in collaboration with others to make the most of our assets as a small community.
         (b)   We define ART to include the widest possible interpretation of the language, visual and performing arts.
         (c)   The presence of arts intrinsically enhances a community's quality of life.
         (d)   We especially value, seek out and support events that offer opportunities to educate.
         (e)   Engagement in artistic activities stimulates community creativity and attracts people to a community in ways that have long term social and economic benefits.
   (B)   Council Board of Directors.
      (1)   General powers. The affairs of the Mattoon Arts Council shall be managed by its Board of Directors.
      (2)   Membership. Directors of the Mattoon Arts Council are appointed by the Mayor with confirmation by the City Council from the nominations of the Mattoon Arts Council Board of Directors. The Board will consist of 11 voting members, a majority of whom shall be residents of the City. The City Administrator, the City Council member overseeing the Arts Council and the Tourism Director will serve as ex officio (non-voting) members of the Board.
      (3)   Terms. Length of term is two years. The terms of the Board membership are staggered. Annual appointments by the City Council take place in September. Directors are limited to three full terms. Past Board Directors may be re-appointed to an additional term after being off the Board for a minimum period of one year. Term limits can be waived one time in a special circumstance by a two- thirds vote of the Board of Directors.
      (4)   Compensation. No Director of the Mattoon Arts Council shall be compensated for the performance of services for the Council, but may, by resolution of the Council, be reimbursed for expenses incurred on behalf of the Council. No part of net earnings or other assets of the Council shall inure to the benefit of, or be distributable to its members, directors or any private persons.
      (5)   Responsibilities. Council Board Directors are expected to be active in the management and activities of the Mattoon Arts Council. Council Directors are expected to attend a minimum of two-thirds of all meetings, be actively involved in at least one committee and publicly support the arts and the Arts Council.
         (a)   The Mattoon Arts Council Board members shall make final approval, by majority vote, of any expenditures greater than $500 from funds collected by donations, membership fees and other fundraising activities.
         (b)   Any expenditures greater than $100. but less than $500 shall be approved by any two of the four sitting Arts Council officers.
         (c)   Any expenditures less than $100 shall be approved by the Tourism Director or the Arts Coordinator at the Director's discretion.
         (d)   Upon approval of expenditures as set forth herein above, the Commissioner of Accounts and Finance of the City shall prepare or shall direct the preparation of checks and distribute said checks for payment in a timely manner.
      (6)   Resignation. Any Council Board Director may resign by submitting a letter of resignation to the Chairman.
      (7)   Removal. A Director who misses 50% of the meetings or three consecutive meetings during a one- year period may be removed from the Board by the Chairman.
      (8)   Vacancies. For any vacancy on the Council Board, the Board Chairman will make the appointment, with approval by the Board and the City Council. A Director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.
      (9)   Council advisers. The Chairman may invite members of the community to sit as Council advisers, with
the approval of the Council Board, on such terms as determined by the Council Board. Advisers will be welcomed to share knowledge and expertise that may assist Council Board in attaining the Mattoon Arts Council's objectives. There shall be no fixed term or maximum number of Council advisers. Council advisors shall not have voting privileges at Board meetings but may make recommendations to the Council Board.
   (C)   Officers.
      (1)   Officers. The officers of the Mattoon Arts Council shall be Chairman, Vice-Chairman, Secretary and Treasurer and other such officers as the Board may direct. No two offices may be held by the same person.
      (2)   Elections and terms of office. The officers shall be elected annually in October. The officers shall hold an office for a two-year term. The Board may grant up to two one-year extensions to an officer's term. A Director may return to an office after one year.
      (3)   Removal. An officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the members of the Board of Directors.
      (4)   Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
      (5)   Chairman. The Chairman shall preside at all meetings of the Mattoon Arts Council and shall have general supervision over all business, affairs and activities of the Mattoon Arts Council. The Chairman shall appoint all standing committees.
      (6)   Vice Chairman. The Vice Chairman shall preside in the absence of the Chairman.
      (7)   Secretary. The Secretary shall be responsible for the usual duties including keeping minutes of all meetings, and other duties, from time to time, as assigned by the Chairman.
      (8)   Treasurer. The Treasurer shall be responsible for the usual duties including maintaining all financial accounts and records and presenting a financial report at each Board meeting, and other duties, from time to time, as assigned by the Chairman.
   (D)   Meetings.
      (1)   Regular meetings. Meetings shall be held monthly. Time and location will be determined by the Council Board.
      (2)   Quorum. A quorum shall consist of a simple majority of all appointed voting Mattoon Arts Council Directors. Routine business shall be transacted by a simple majority vote. If a quorum is present, the affirmative vote of a majority of those present at the meeting shall be the act of the Mattoon Arts Council. Each Director of the Mattoon Arts Council is entitled to cast one vote. There shall be no proxy voting. Whenever permissible, a Director may attend by telephone or web connection.
      (3)   Notice. Notice of Board meetings shall be given at least five days prior to the meeting. Each Director shall receive notice by regular mail, phone or email. The notice shall include the date, time and place of the meeting.
      (4)   Special meeting. Special meetings of the Directors may be called at any time by the Chairman, or by any three Directors. Notice of a special meeting of the Council Board shall be given five days prior to the meeting.
      (5)   Rules of Order. Current Robert's Rules of Order shall govern the Mattoon Arts Council when not inconsistent with the by-laws of the Mattoon Arts Council or any other special rules of order the Council may adopt.
      (6)   Fiscal year. The fiscal year shall begin on the first day of May and end on the last day of April.
   (E)   Committees. The Mattoon Arts Council shall have the following committees and such other committees as the Council deems appropriate. Each committee shall choose a chair and may appoint community advisers to assist with committee activities.
      (1)   Governance Committee. Create and oversee structured mechanisms and tools that ensure competent management and high quality operations, guided by the objectives of our strategic plan.
      (2)   Program Committee. Provide compelling and coherent programming, competently offered, that provides value to our community and makes optimal use of our resources, guided by the objectives of our strategic plan.
      (3)   Development Committee. Provide or create increased fundraising efforts, for both the short term and long term financial operations of the Mattoon Arts Council, guided by the objectives of our strategic plan.
      (4)   Nomination Committee. Annually accept nominations and prepare a slate of officers for the Board of Directors. Develop policies and procedures that it deems necessary to ensure the successful succession of the Council.
   (F)   Records and reports.
      (1)   Records. The Mattoon Arts Council shall maintain adequate and correct books, records and accounts of its operations. All such books, records and accounts shall be kept by the Secretary and/or Treasurer, and surrendered upon completion of their term of office. Accurate minutes shall be kept of the proceedings of the Board of Directors. A record of the names and addresses of each member of the Council shall be kept on file, and updated annually. Past records shall be kept permanently in files for future reference.
      (2)   Reports. All books and accounts of the Mattoon Arts Council shall be open to inspection by the members of the Board of Directors and subject to public inspection under the Illinois Freedom of Information Act. All committees are expected to give monthly reports of their activities or non-active time. Any event needs to provide a written report to the secretary of details including income, expenses and attendance. The calendar year shall be used for annual reporting to City Council during the month of January.
      (3)   Financial reporting. The Commissioner of Accounts and Finance shall provide financial reporting and financial accounting in a manner consistent with the achievement of the stated vision, mission and values of the Mattoon Arts Council. The Commissioner shall be charged with providing financial services including check writing responsibility; generating and circulating monthly financial reports; segregating Mattoon Arts Council funds; reviewing internal financial control; and providing a regular annual audit of financial records.
   (G)   Other.
      (1)   Conflict of interest. No Director of the Mattoon Arts Council shall use their position, or knowledge gained therefrom, in such a manner that a conflict between the organization and their personal interests arise. Each Council Director has a duty to place the interest of the Mattoon Arts Council foremost in dealings with the organization. If any Council Director has a personal interest in business or activity proposed, they are expected to fully disclose such interest. Any Director aware of a potential conflict should not be present for any discussion or vote in connection with the matter. Official minutes will reflect any abstaining votes.
      (2)   Political activism. The Mattoon Arts Council shall use neither its monies nor its name in furtherance of, nor engage in, political activity in support of any candidate for public office or issue for referendum. This shall not be construed to limit the exercising of the constitutional rights of any individual Director.
      (3)   Non-discrimination. The Mattoon Arts Council will not discriminate against people on the basis of race, color, sex, religion, income, national origin, age, disability, sexual orientation, political affiliation or any other legally protected characteristic in any of its policies, recommendations or actions.
      (4)   Endowment. The Board of Directors shall have the power to accept gifts of money or securities from donors and to designate the gifts as an endowment fund. The Mattoon Arts Council shall spend only the income from the interest generated by the endowment fund. The Board of Directors shall designate the institution for the deposit of funds.
      (5)   Amendments to by-laws. These by-laws may be amended or revised by the Board of Directors at any time, with 30 days prior notice of the amendment and a two-thirds vote of the Board quorum present at a regular meeting of the Mattoon Arts Council. By-laws then will go to the City Council for approval.
(Ord. 2014-5371, passed 11-4-2014; Am. Ord. 2016-5387, passed 5-3-2016; Am. Ord. 2023-5460, passed 2-21-2023)
   Commissioner of Public Health and Safety to have charge and supervision of Arts Council, see § 33.055(C)