BY-LAWS

of the
Georgia Humanities Council

ARTICLE ONE

The registered office of the corporation shall be in Atlanta, Georgia, and at such other places as the Board of Directors may establish.

ARTICLE TWO

Objectives and Purposes

The corporation shall have no members, and is the successor to a voluntary committee established at the invitation of the National Endowment for the Humanities for the purpose of promoting the humanities throughout the State of Georgia. Consequently one of the purposes of the corporation shall be to grant funds granted by the National Endowment for the Humanities and funds from any other sources, either public or private, in order to promote the humanities in Georgia. The objectives of the corporation shall be adhered to strictly as contained in the charter of the corporation and shall be confined to the special pursuits and purposes therein and as directed by the Board of Directors and shall at all times be in compliance with the requirements of Section 501 (c) (3) and Section 170 (c) of the Internal Revenue Code and its regulations as they now exist or may hereafter be amended.

ARTICLE THREE

Officers

The officers of the corporation shall be a President (hereinafter called the Executive Director), Chair, Secretary, and Treasurer.
All officers shall be elected annually by the Board of Directors. The officers shall hold office for approximately one calendar year following their election when their successors shall be elected.
The Executive Director shall be the chief executive officer of the corporation and in conjunction with the Executive Committee shall have general and active management of the operation of the corporation. The Executive Director shall be responsible for the administration of the corporation, including general supervision of the policies and employees of the corporation and general and active management of the financial affairs of the corporation.
The Secretary shall keep minutes of all meetings of the directors and have charge of the minute book and seal of the corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the Executive Director or the Board of Directors.
The Treasurer shall be charged with the management of the financial affairs of the corporation and shall have the power to recommend actions concerning the corporation's financial affairs to the Executive Director and the Board of Directors and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the Executive Director or the Board of Directors.
Assistants to the Secretary and Treasurer may be appointed by and shall have such duties as shall be delegated to them by the Executive Director or the Board of Directors.

ARTICLE FOUR

Directors

The Board of Directors shall consist of not fewer than ten (10) nor more than thirty (30) members, the exact number to be set by the Board. To ensure broad representation, the Board shall endeavor to select its membership so that it represents a broad segment of Georgia, to include humanities scholars, business, educational, and civic leaders, and other members of the general public. An equitable geographic and ethnic group representation shall be sought in selecting the Board of Directors.
Up to six members of the Board may be appointed by the Governor of Georgia or his duly designated State officer or agency, provided that the number of such members does not exceed twenty-five (25) per centum of the total membership. The appointees shall be considered members who are "representatives of the general public" according to the provisions of paragraph A of this Article Four, and shall be appointed to the Board by a procedure acceptable to the Governor and to the Board. These appointees shall be subject to all responsibilities and policies applicable to other Board members, with the exception of the provision for appointment rather than election to the Board.
The term of membership for Board members shall be three (3) years (or less, if elected to fill and unexpired term), and shall begin on January 1 of the year following election with the exception of the Governor's appointees. The appointees' terms may begin at the time of appointment by the Governor and shall terminate at the time of appointment of the succeeding appointees.
Members may be re-elected for one three-year term. An appointee of the Governor may be elected to the Board through the regular election process. Except for the Governor's appointees, new Board members shall be elected from nominees nominated according to the provisions of paragraph F. of this Article Four.
Any Board member whose term has expired may be appointed to advisory status and may continue to receive copies of the minutes of meetings, etc., for a period of two (2) years, provided such former Board member is available for consultative work during such period.
To assure opportunities for nomination to the Board of interested and qualified persons from various groups and a variety of segments of the population within Georgia, candidates for Board membership, excluding the members appointed by the Governor, shall be nominated by a Membership Committee which shall be appointed from the Board membership by the Chairman of the Board.
New Board members shall be elected from among the nominees by the Board members in attendance at a regular Board meeting. Board positions shall be filled as needed by this process of nomination and election. The Chair of the Board shall establish the dates for the election and other matters related to director selection; however elections will normally be conducted in the last regular meeting of each calendar year for the replacement of Board members whose terms expire at the end of such year.
Attendance at Georgia Humanities Council Board meetings is a responsibility of membership. Members should contact the Council if they are unable to attend a meeting. Any Director being absent two (2) regular meetings in any one calendar year will be contacted by the Secretary, who will remind the Director about our policy on absenteeism. If after that contact is made, the Director misses a third meeting, he or she will have his or her membership reviewed by the Executive Committee, which will recommend a course of action to the Board.
The three (3) year terms of membership shall be arranged so that one-third (1/3) of the Board of Directors' terms will expire on December 31 of each calendar year.
One-third (1/3) of the Board of Directors shall constitute a quorum at any meeting of the Board. If at any meeting there is not a quorum present, the presiding officer may delegate urgent business matters to the Executive Committee and shall select another meeting date and time and adjourn the meeting.
Officers of the Board shall be the Chair, Vice Chair, Treasurer, and Secretary. Each year, the Nominating Committee develops a slate of proposed officers, and this slate is elected by the Board at the fall meeting. Officers shall be elected for a one-year term. The Chair of the Board may be elected to succeed himself or herself for one additional term of twelve months or less, if his or her membership tenure permits. The Chair of the Board shall be an ex officio member of all committees (except the Nominating Committee), and the Vice Chair shall be an ex officio member of the Executive Committee. The terms of the Chair and Vice Chair shall not conflict with the normal rotation of their terms of membership and the Board may conduct special elections as necessary to fill any vacancies. Past Chairs of the Board shall automatically remain members of the Executive Committee. If the Chair's term of membership concludes at the same time as his or her term as Chair, the past Chair's term of membership on the Board shall be extended for one additional year.
The Vice Chair shall assume responsibility for Board leadership in the absence of, or at the direction of, the Chair. If for any reason the Chair cannot complete his or her term of office, the Vice Chair shall automatically assume the position of Chair for the remainder of the term and a new Vice Chair shall be elected. If for any reason the Vice Chair cannot fill the vacant position of the Chair, a special election shall be held to elect a new Chair for the remainder of the term.
In the event that circumstances necessitate the unexpected absence of both the Chair and the Vice Chair at the beginning of a scheduled meeting, the Executive Director of the corporation shall call the meeting to order and inform the Board of the circumstances. The Board may choose to elect an acting Chair from the members of the Board in which case the responsibility of the acting Chair will be to carry out the urgent and essential business on the agenda for the meeting according to the regular Board procedure until the Chair or Vice Chair arrives or otherwise assumes leadership, or until the business of the Board is concluded and the meeting is adjourned, in which case a report shall be made in writing to the Chair. The Board may also elect to select another meeting date and adjourn, postponing all but the most urgent business to the next session and delegating the responsibility of urgent business matters to the Executive Committee for such action as may be needed.
The Board shall set the salary for the Executive Director and make provisions as appropriate for his or her staff, office expenses, etc. At least annually the Board shall review the performance and salary of the Executive Director, along with the overall operation and expenses of the Georgia Humanities Council.
The Board of Directors shall meet at least semi-annually. At the last regular meeting of each calendar year the Board shall designate the number and dates of the regular meetings for the ensuing calendar year. These dates may be changed by a majority of those present at a regular meeting. Special meetings of the Board of Directors may be called by the Chair at any time upon fifteen (15) days written notice to the Directors, and shall be called by the chair within thirty (30) days upon the written request of five (5) members of the Board of Directors.
The Board of Directors, by resolution, may provide for any and all permanent committees necessary for the proper conduct of the affairs of the corporation.
In the interest of avoiding the appearance and/or possibility of conflict of interest, the Board members may participate in the discussion but shall not vote on grant applications for projects in which they are directly involved and/or which are sponsored by organizations, institutions, or agencies with which they are directly affiliated.

ARTICLE FIVE

Executive Committee

An Executive Committee shall be established which shall consist of the officers of the Board, the Immediate Past Chair, and any other Board member appointed by the Chair. The Executive Committee shall be responsible for corporate business not requiring full Board action, but not within the administrative responsibility of the Executive Director. Any past Chair of the Board shall retain his or her membership on the Executive Committee until the expiration of his or her term of membership. The Board member appointed to the Executive Committee by the Chair shall serve for a one-year term to coincide with the terms of office of the Chair and Vice Chair. Other Board members may be called upon to participate in Executive Committee meetings as deemed necessary by the Chair.
Executive Committee meetings may be called at the discretion of the Chair to attend to matters normally the responsibility of the Board which, due to the urgency of time or other factors, may make it impractical to postpone the business matter until the next regular meeting of the Board. In such cases, the Executive Committee and the Executive Director shall notify the Board in writing, or by other means, regarding decisions or actions.
There shall be no limit as to the number of years any Board member shall be a member of the Executive Committee.

ARTICLE SIX

Fiscal Policies

The fiscal year of the corporation shall be determined by the Board of Directors.
The Board annually shall retain an auditor who will prepare and present for their review an audit of the corporation's expenditures, income, investments, and accounts.

ARTICLE SEVEN

Amendments

These by-laws may be amended, altered, or repealed by a majority of the Board of Directors at any regular meeting, or at any special meeting, provided notice of the proposed change or amendment is given in writing at least fifteen (15) days prior to a regular meeting and in the notice of any special meeting.

Amended February 6, 2004

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