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EXHIBIT B <br /> WAIMEA ARTS COUNCIL <br /> BY LAWS <br /> Ratified July 12, 1986 <br /> Amended June 17, 1989 <br /> Amended approx.Sept. 1989 <br /> Amended 2006 <br /> Amended June 2013 <br /> ARTICLE I—NAME <br /> The name of this organization shall be THE WAIMEA ARTS COUNCIL. <br /> ARTICLE II—PURPOSE <br /> • To stimulate community interest and participation in programs to develop and display the creative and <br /> performing arts for all age groups. <br /> • To coordinate and promote cultural activities in the area. <br /> • To act as advisors to the State Foundation on Culture and the Arts. <br /> • To act as a liaison with the Office of Mayor,the County Council and other appropriate county and state <br /> agencies. <br /> • To act as a liaison with the University of Hawaii and other educational and cultural institutions. <br /> ARTICLE III-MEMBERSHIP <br /> Classes of Membership: <br /> A.Membership is open to all adults interested in furthering the purpose of the Waimea Arts Council. A member <br /> shall be considered ACTIVE and in GOOD STANDING if current in dues. Categories of membership shall <br /> be determined by the Board of Directors. <br /> B. The Board of Directors may make an individual who has demonstrated an outstanding commitment to The <br /> Waimea Arts Council or the arts community an Honorary Member. Honorary members shall be exempt from <br /> the payment of dues; they shall not vote or hold office; otherwise shall be entitled to all privileges of <br /> membership. <br /> ARTICLE IV—OFFICERS AND BOARD OF DIRECTORS <br /> Sec.1. The Board of Directors, consisting of 5 — 9 members, shall be elected by the membership annnually in <br /> September. <br /> Sec.2. Officers shall be selected by and from the elected members of the Board of Directors. The officers shall <br /> consist of President,Vice President,Secretary and Treasurer. <br /> Sec.3. The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer, and <br /> serves in an advisory capacity to the President. <br /> Sec.4. TERMS OF SERVICE: The Board of Directors shall assume office on October 1st and shall serve for a <br /> term of one (1)year.Board members may serve consecutively for an indefinite period of time. <br /> Sec.5. VACANCIES: Vacancies may be filled by the Board to complete the term of any Director who leaves the <br /> Board. <br /> Sec. 6. An officer may be removed by a majority vote of the Board of Directors for not fufilling the obligations <br /> and commitments of their elected position. <br /> Sec.7. OFFICER DUTIES: <br /> A. President shall be the chief executive officer of the Waimea Arts Council and shall have powers and <br /> duties as are usually exercised by that office with advice and approval of the Board of Directors.The <br /> President shall convene all meetings of the Executive Committee, Board of Directors, and the <br /> Membership,and may call for special meetings as needed. The President shall serve as an ex-officio <br /> member of all committees designated by the Board of Directors or the By Laws. The President may <br /> appoint a Legal Advisor,a Business Advisor or Financial Advisor as needed. <br /> B. Vice President assists the President; assumes all duties and conducts Council business in the <br /> President's absence and shall serve as liaison officer between the Committees of the Board of <br /> Directors and the President. <br />