MISSION

The mission of Organic Arts Ltd.

shall be to serve as an educational resource to schools,
institutions, communities, and artists interested in organic,
grassroots and earth-friendly art forms including music,
storytelling, theatre, dance, visual arts, poetry,
the environment and history.

The organization shall facilitate
connecting arts providers to educational
and community presenters to professional artists,
mentor emerging talent, assist artists in need,
and produce publicly accessible arts events.

A Complete Copy of our By-Laws are reproduced below the Q&A Section


Organic Arts Q & A

The following is a questionnaire submitted to Creative Alliance Milwaukee about of our organization. While the questions were intended for a physical location like an art gallery, our answers get into the nature of what we’re about.

What is the mission/vision of your organization?
Organic Arts Ltd. is a cooperative of professional community-based performing artists who provide educational programming to schools, libraries, elders, recreation, institutions, and community events. Art forms include music, storytelling, poetry, the environment, nature, and history. The organization connects to educational and community event sponsors to professional artists. Organic Arts also mentors emerging talent, assists artists in need, and produces publicly accessible family arts events.

What is the creative intent of your Creative Collaborative Space?
Our artists meet to plan events, rehearse, work on united promotional campaigns and “gig-finding” and in general, help each other survive. The second floor of this private home is the office of Organic Arts, which is where the “company” computer and files live.

Who may use your Creative Collaborative Space?
Actually pretty much anyone is welcome if the work relates to a project of Organic Arts, but “ANY” (Individual, organization, etc) is too big a word. Access to the house is by invitation and appointment because it IS a private home. Maybe a “Salon” would be a good way to think of it. Our REAL “creative space” is between our ears.

How do you support your facility financially?
The physical office space is provided by a private benefactor at no cost to Organic Arts. The work of Organic Arts is supported though grants, gifts, rentals, sales, barter, and a LOT of donated time by the artists.

What are some products or services that individuals are creating in your Creative Collaborative Space?
Our main “product” is community/family performing arts programs presented by local artists who have spent a lifetime serving communities with “public service” arts. We produce events such as the annual “Tellabration” storytelling Festival and Milwaukee Uke Fest. Some of us also have CDs and books for sale, performance equipment that can be rented, and we can consult in the fields of arts performance, production and promotion, theatre tech, arts-in-education, and a lot of other things.

Other comments or helpful information about your creative collaborative space.
The REAL collaborative space of Organic Arts is not some physical location- it’s an attitude of cooperation and collaboration between artists who are old enough to know the arts are not a competition, but a process made easier by being there for each other.


BY-LAWS of ORGANIC ARTS LTD.

MISSION

The mission of Organic Arts Ltd.. shall be to serve
as an educational resource to schools, communities,
and artists interested in organic, grassroots and earth-friendly
art forms including music, theatre, dance, visual arts,
storytelling, poetry, the environment and history.
The organization shall facilitate connecting arts providers to
educational and community presenters, mentor emerging talent,
assist artists in need, and produce publicly accessible arts events.

NON-DISCRIMATION POLICY

Organic Arts Ltd. will in no way discriminate against any employee,
participating member, independent contractor, sponsoring organization,
or audience member based on race, creed, gender, age, income, or
geographic location of our performances.

ARTICLE I

Members

     Section 1. Membership. The incorporators shall fix the number of, 

and elect the members of the corporation and thereafter the members,
annually at their annual meeting, shall fix the number of members and
shall elect the number of members so fixed. At any special or regular
meeting, the members then in office may increase the number of members
and elect new members to fill any vacancies; or they may decrease the
number of members but only to the extent of any vacancies caused by
resignation, removal, disqualification or death of one or more members.
Unless the members otherwise designate, there shall be no qualifications
for members. No such designation shall disqualify a member in office
when the designation is made.

     Section 2. Annual Meeting. The annual meeting of the members shall 

be held in September each year or such other date as shall be f
ixed by the Directors. The purposes for which the annual meeting is
to be held, in addition to those prescribed by law, by the Articles
of Organization or by these By-Laws, may be specified by the members,
Directors or the President in the notice of meeting. In the event
that no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu thereof, and
any action taken at such meeting shall have the same effect as
if taken at the annual meeting.

     Section 3. Special Meetings. Special meetings of the members 

may be called by the President or by the Directors and shall be
called by the Secretary, or in case of the death, absence,
incapacity or refusal of the Secretary, by any other officer,
upon written application of members representing at least
ten percent of the smallest quorum of members required for
a vote upon any matter at the annual meeting of members.

     Section 4. Place of Meetings. All meetings of members 

shall be held at the principal office of the corporation
unless a different place (within the United States) is
specified in the notice of the meeting.

     Section 5. Notices. A written notice, stating the place, 

day and hour of all meetings of members shall be given by
the Secretary or Assistant Secretary (or the person or persons
calling the meeting), at least seven days before the meeting,
to each member entitled to vote thereat and to each member
who, by law, the Articles of Organization, or these By-Laws,
is entitled to such notice, by leaving such notice with him
or at his residence or usual place of business, or by mailing
it, postage prepaid, and addressed to such member at his
address as it appears upon the books of the corporation.
Such notice, if the meeting is called otherwise than by
the Secretary, may be a copy of the call of the meeting.
Such notice given by the Secretary shall constitute a
call of the meeting by him. Notices of all meetings of
members may state the purposes for which the meetings
are called. No notice need be given to any member if a
written waiver of notice, executed before or after the
meeting by the member or his attorney, thereunto authorized
is filed with the records of the meeting.

     Section 6. Quorum. Unless the Articles of Organization 

otherwise provide, at any meeting of members a quorum for
the transaction of business shall consist of one or more
individuals appearing in person and/or as proxies and
owning and/or representing a majority of the members of
the corporation entitled to vote, provided that less than
such quorum shall have power to adjourn the meeting from
time to time.

     Section 7. Voting and Proxies. Each member entitled 

to vote at a meeting shall have one vote. Members may
vote either in person or by written proxy. No proxy dated
more than six months before the meeting named therein
shall be valid, and no proxy shall be valid after the
final adjournment of such meeting. Proxies shall be
filed with the Secretary before being voted at any
meeting or any adjournment thereof A proxy purporting
to be executed by or on behalf of a member shall be
deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest
on the challenger.

     Section 8. Action at Meeting. Action of the members 

on any matter properly brought before a meeting shall
require, and may be effected by, the affirmative vote
of a majority of the members present or represented
and voting on such matter, provided that such majority
shall be at least a majority of the members required to
constitute a quorum for action on such matter; except
where a different vote is required by law, the
Articles of Organization or these By-Laws.
Any election by members shall be determined
by a plurality of the votes cast by the members
entitled to vote at the election. No ballot shall
be required for such election unless requested by
a member present or represented at the meeting and
entitled to vote in the election.

     Section 9. Action Without Meeting by Written Consent. 

Any action by members may be taken without a meeting if
all members entitled to vote on the matter consent to
the action by a writing filed with the records of the
meetings of members. Such consent shall be treated for
all purposes as a vote at a meeting.

ARTICLE II
Directors

     Section 1. Powers. The Board of Directors, 

subject to any action at any time taken by the
members of the corporation, shall have the entire
charge, control and management of the corporation
and its property and may exercise all or any of its
powers.

     Section 2. Number and Election. Except as 

otherwise provided by these By-Laws or in the
Articles of Organization, the number of Directors
that shall constitute the whole Board of Directors
shall be fixed, and the Directors elected, by the
members at the annual meeting. No Director need be a member.

     Section 3. Vacancies. Any vacancy at any time, 

existing in the Board of Directors may be filled by
the Board of Directors at any meeting. The members
having voting power may, at a special meeting called
at least in part for the purpose, choose a successor
to a Director whose office has become vacant, and the
person so chosen shall displace any successor chosen
by the Directors.

     Section 4. Enlargement of the Board of Directors. 

The number of the Board of Directors may be increased
and one or more additional Directors may be elected at
any meeting of the members.

     Section 5. Tenure. Except as otherwise provided 

by law, by the Articles of Organization or by these
By-laws, Directors shall hold office until the next
annual meeting of members and thereafter until their
successors are chosen and qualified.

     Section 6. Resignation. Any Director may resign 

by delivering his written resignation to the corporation
at its principal office or to the President or Secretary.
Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or
upon the happening of some other event.

     Section 7. Removal. A Director may be removed from 

office (a) with or without cause by vote of a majority
of the members entitled to vote in the election of Directors
or (b) for cause by vote of a majority of the Directors
then in office. A Director may be removed for cause only
after reasonable notice and opportunity to be heard before
the body proposing to remove him.

     Section 8. Annual Meeting. Immediately after each 

annual meeting of members, or the special meeting held
in lieu thereof, and at the place thereof, if a quorum
of the Directors is present, there shall be a meeting
of the Directors without notice; but if such a quorum
of the Directors is not present, or, if present, does
not proceed immediately thereafter to hold a meeting
of the Directors, the annual meeting of the Directors
shall be called in the manner hereinafter provided with
respect to the call of special meetings of Directors.

     Section 9. Regular Meetings. Regular meetings of 

the Directors may be held at such times and places as
shall from time to time be fixed by resolution of the
Board and no notice need be given of regular meetings
held at times and places so fixed, provided, however,
that any resolution relating to the holding of regular
meetings shall remain in force only until the next
annual meeting of members, or the special meeting
held in lieu thereof, and that if at any meeting of
Directors, at which a resolution is adopted fixing
the times or place or places for any regular meetings,
any director is absent, no meeting shall be held pursuant
to such resolution until either each such absent Director
has in writing or by telegram approved the resolution or
seven days have elapsed after a copy of the resolution
certified by the Secretary has been mailed, postage prepaid,
addressed to each such absent Director at his last known
home or business address.

     Section 10. Special Meetings. Special meetings of the 

Directors may be called by the President, by the Secretary,
by the Secretary, by any two Directors, or by one Director
in the event that there is only one Director, and shall be
held at the place designated in the notice or call thereof.

     Section 11. Notices. Notices of any special meeting of 

the Directors shall be given to each Director by the Secretary
or Secretary (a) by mailing to him, postage prepaid, and addressed
to him at his address as registered on the books of the corporation,
or if not so registered at his last known home or business address,
a written notice of such meeting at least four days before
the meeting or (b) by delivering such notice by hand or by
telegram, fax or telex to him at least forty-eight hours
before the meeting at such address, notice of such meeting
or © by giving notice to such Director in person or by
telephone at least forty-eight hours in advance of the
meeting. Such notice, if the meeting is called otherwise
than by the President or Secretary, may be a copy of the
call of the meeting; and if the meeting is not so otherwise
called, such notice given by the President or Secretary shall
constitute a call of the meeting by him. If the President or
Secretary refuses or neglects for more than twenty-four hours
after receipt of a call to give notice of such special meeting,
or if the offices of President and Secretary are vacant or the
President and Secretary are absent from the State of Wisconsin
or incapacitated, such notice may be given by the officer or
one of the Directors calling the meeting. Notice need not be
given to any Director if a written waiver of notice, executed
by him before or after the meeting, is filed with the records
of the meeting, or to any Director who attends the meeting
without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a
Directors’ meeting need not specify the purposes of the meeting.

     Section 12. Quorum. At any meeting of the Directors 

a majority of the Directors then in office shall constitute
a quorum for the transaction of business; provided always
that any number of Directors (whether one or more and
whether or not constituting a quorum) constituting a majority
of Directors present at any meeting or at any adjourned meeting
may make any reasonable adjournment thereof.

     Section 13. Action at Meeting. At any meeting of the 

Directors at which a quorum is present, the action of the
Directors on any matter brought before the meeting shall
be decided by vote of a majority of those present, unless
a different vote is required by law, the Articles of
Organization, or these By-Laws.

     Section 14. Action by Written Consent. Any action by 

the Directors may be taken without a meeting if a written
consent thereto is signed by all the Directors and filed
with the records of the Directors’ meetings. Such consent
shall be treated as a vote of the Directors for all purposes.

     Section 15. Committees. The Directors may, by vote of 

a majority of the number of Directors then in office, elect
from their number an executive or other committees and may,
by like vote, delegate thereto some or all of their powers
except those which by law, the Articles of Organization or
these By-Laws they are prohibited from delegating. Except
as the Directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless
otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as possible in the
same manner as is provided by these By-Laws for the Directors.
The Directors shall have the power to fill vacancies in,
change the membership of, or disband, any such committee.

     Section 16. Telephone Conference Meetings. The Directors 

or the members of any committee may participate in a meeting
of the Directors or such committee by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear
each other at the same time, and participation by such
means shall constitute presence in person at a meeting.

ARTICLE III
Officers

     Section 1. Enumeration. The officers of the corporation 

shall be a President, a Treasurer, a Secretary, and such
Vice Presidents, Assistant Treasurers, Assistant Secretaries
and other officers as may from time to time be determined by
the Directors. The Board of Directors may appoint one of its
Directors to the office of Chairman of the Board and from time
to time define the powers and duties of that office.

     Section 2. Election and Vacancies. The President, Treasurer 

and Secretary shall be elected annually by the Directors at their
first meeting following the annual meeting of members, or the
special meeting held in lieu thereof. Other officers may be chosen
by the Directors at such meeting or at any other meeting.
Any vacancy at any time existing in any office may be filled
by the Directors at any meeting and such successor in office
shall hold office for the unexpired term of his predecessor.

     Section 3. Qualification. The President may, but need not be, 

a Director. No officer need be a member. Any two or more offices
may be held by the same person. The Secretary shall be a resident
of Wisconsin unless the corporation has a resident agent appointed
for the purpose of service of process. Any officer may be required
by the Directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties
as the Directors may determine. The premiums for such bonds may
be paid by the corporation.

     Section 4. Tenure. Except as otherwise provided by law, by 

the Articles of Organization or by these By-Laws, each of the
President, Treasurer and Secretary shall hold office until the
first meeting of the Directors following the next annual meeting
of members, or the special meeting held in lieu thereof, and
thereafter until his successor is chosen and qualified.
Other officers shall hold office until the first meeting
of the Directors following the next annual meeting of members,
or the special meeting held in lieu thereof, unless a shorter
term is specified in the vote choosing or appointing them.

     Section 5. Resignation. Any officer may resign by delivering 

his written resignation to the corporation at its principal
office or to the President or Secretary, and such resignation
shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     Section 6. Removal. The Directors may remove any officer 

appointed by the Directors with or without cause by a vote of a
majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the Board of
Directors prior to action thereon.

     Section 7. President. The President when present shall 

preside at all meetings of the members and of the Directors.
He shall be the chief executive officer of the corporation
except as the Board of Directors may otherwise provide.
It shall be his duty and he shall have the power to see
that all orders and resolutions of the Directors are carried
into effect. He shall from time to time report to the Directors
all matters within his knowledge which the interests of the
corporation may require to be brought to its notice.
The President shall perform such duties and have such powers
additional to the foregoing as the Directors shall designate.

     Section 8. Vice Presidents. In the absence or disability of 

the President, his powers and duties shall be performed by the
Vice President, if only one, or, if more than one, by the one
designated for the purpose by the Directors. Each Vice President
shall have such other powers and perform such other duties as the
Directors shall from time to time designate. The Directors may assign
to any Vice President the title of Executive Vice President,
Senior Vice President and any other title selected by the Directors.

     Section 9. Treasurer. The Treasurer shall, subject to the 

direction of the Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate
books of accounts. He shall have custody of all funds, securities,
and valuable documents of the corporation, except as the Directors
may otherwise provide. He shall promptly render to the President
and to the Directors such statements of his transactions and accounts
as the President and Directors respectively may from time to time require.
The Treasurer shall perform such duties and have such powers additional
to the foregoing as the Directors may designate.

     Section 10. Assistant Treasurers. In the absence or disability of 

the Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one, or, if more than one, by the one designated for
the purpose by the Directors. Each Assistant Treasurer shall have such
other powers and perform such other duties as the Directors shall from
time to time designate.

     Section 11. Secretary. The Secretary shall record in books kept 

for the purpose all votes and proceedings of the members and, if there
be no Secretary or Assistant Secretary, of the Directors at their meetings.
The Secretary shall perform such duties and have such powers additional
to the foregoing as the Directors shall designate.

     Section 12. Assistant Secretaries. In the absence of the Secretary 

from any meeting of the members or, if there be no Secretary or Assistant
Secretary, from any meeting of the Directors, the Assistant Secretary,
if one be elected, or, if there be more than one designated for the
purpose by the Directors, otherwise a Temporary Secretary designated
by the person presiding at the meeting, shall perform the duties of
the Secretary. Each Assistant Secretary shall have such other powers
and perform such other duties as the Directors may from time to time designate.

ARTICLE IV
Inspection of Records

     Books, accounts, documents and records of the corporation shall 

be open to inspection by any Director at all times during the usual hours
of business. The original, or attested copies, of the Articles of Organization,
By-Laws and records of all meetings of the incorporators and members, and membership
records which shall contain the names of all members and their record addresses,
shall be kept in Wisconsin at the principal office of the corporation, or at an
office of the Secretary or the resident agent, if any, of the corporation.
Said copies and records need not all be kept in the same office.
They shall be available at all reasonable times for inspection by any
member for any proper purpose but not to secure a list of members or other
information for the purpose of selling said list or information or copies
thereof or of using the same for a purpose other than in the interest of
the applicant, as a member, relative to the affairs of the corporation.

ARTICLE V
Checks, Notes, Drafts and Other Instruments

     Checks, notes, drafts and other instruments for the payment of 

money drawn or endorsed in the name of the corporation may be signed
by any officer or officers or person or persons authorized by the Directors
to sign the same. No officer or person shall sign any such instrument as
aforesaid unless authorized by the Directors to do so.

ARTICLE VI
Seal

     The seal of the corporation (if applicable) shall be circular in form, 

bearing its name, the word “Wisconsin” and the year of its incorporation.
The Treasurer shall have custody of the seal and may affix it (as may any
other officer if authorized by the Directors) to any instrument requiring
the corporate seal.

ARTICLE VII
Fiscal Year

     The fiscal year of the corporation shall be the year ending with June 30th 

in each year.

ARTICLE VIII
Amendments

     These By-Laws may at any time be amended by vote of the members, 

provided that notice of the substance of the proposed amendment is
stated in the notice of the meeting. If authorized by the Articles of Organization,
the Directors may also make, amend, or repeal these By-Laws, in whole or in part,
except with respect to any other provision thereof which by law, the Articles of Organization,
or these By-Laws requires action by the members. Not later than the time of giving notice
of the meeting of members next following the making, amending or repealing by the
Directors of any By-Law, notice thereof stating the substance of such change shall
be given to all members entitled to vote on amending the By-Laws. Any By-Law
adopted by the Directors may be amended or repealed by the members.

ARTICLE IX
Compliance with Internal Revenue Code

     Section 1.  No part of the organization’s assets or net earnings may 

inure to the benefit of any individual. This does not preclude the payment
of reasonable amounts for goods or services provided to the organization.

     Section 2.  Upon dissolution, the assets of the organization shall be 

distributed to The North American Folk Music and Dance Alliance, Inc., or
to another nonprofit organization that is exempt under section 501©3 of
the Internal Revenue Code.

     Section 3.  The organization shall not, as a substantial part of its 

activities, carry on propaganda or otherwise attempt to influence legislation,
except to the extent permitted by section 501(h) of the Internal Revenue Code,
nor shall it participate to any extent in any political campaign for or against
any candidate for public office.

     Section 4.  It is intended that the organization shall be entitled to 

exemption from federal income tax under section 501©(3) of the Internal Revenue Code
and shall not be a private foundation as described in section 501(a) of the Code.

     Section 5.  The organization subscribes to the general purposes of The 

North American Folk Music and Dance Alliance, Inc.

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Last edited by dhbd. Based on work by DHBD, anonymous users of Organic Arts Ltd. and OrganicArts.  Page last modified on January 17, 2012

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