DRAFT By-Laws
 
 
BYLAWS
of
GALLERY 195 of BOERNE LLP


ARTICLE I - NAME
The name of this partnership is Gallery 195 of Boerne LLP; the Gallery may operate under an assumed name, if filed with the proper legal authorities.

ARTICLE II - PURPOSE
The purpose of this partnership shall be to: maintain and operate an art gallery for the coopera­tive use and benefit of the partners; promote general interest in the fine arts, including but not limited to painting, photography, sculpture, and allied arts; support a vibrant community of pro­fessional fine artists, including a harmonious working relationship with each other; provide an opportunity to exhibit and sell fine art under a juried system; contribute toward making Boerne and the Texas Hill Country a cultural art center.

ARTICLE III - MEMBERSHIP TYPES
Section A - Partnership
1. Partnership is limited to a maximum of twelve (12) partners, space permitting. There is no re­quirement to elect twelve (12) partners, however.
2. To qualify for partnership, artists must reside within 100 miles of Boerne, Texas, complete a member application process, be a professional artist possessing a Texas state sales license, and actively engaged in producing creative artwork. They may only exhibit artwork at the Gallery that they have produced themselves, with the “studio” exception set forth in paragraph4, below. They must exhibit on a bi-monthly basis at least one new work which has not been exhibited previously at the Gallery.  
3. To be approved for partnership, an applicant must:
Meet the requirements of the two-part process including a jury of their art and an interview.
Pay a non-refundable application fee.  Be approved by a unanimous vote of the partnership.
Be in good standing, having purchased the required equity and made all other re­quired payments.
4. A partner can represent a studio, that is, two artists living together, creating art. While mem­bership in the partnership belongs to the partner artist, if a studio is approved by unanimous vote of the partnership, the other artist may exhibit within the space allotted to the partner. The non-partner artist does not have to pay equity, does not become a partner, and does not have a separate right of a vote from their partner.
Section B - Patron
Patron members are individuals, businesses or organizations that are interested in supporting the Gallery and align with our purpose. Patron members enjoy the benefits of patron member ship. Patron members have no voting rights, cannot purchase equity in the partnership, nor are they eligible to share in any proceeds of the partnership.

ARTICLE IV - MEMBERSHIP REQUIREMENTS
Section A - Partners
Initial partners must contribute an amount of equity as established in the partnership agree­ment. Subsequent partners must purchase an amount of equity, which may be different, as de­termined by a unanimous vote of the partnership before subsequent partners join.  Commitment: partners are required to make a one year commitment to the Gallery, adjusted to a fiscal year.  a. All partners of the Gallery are required to make a new one-year commitment prior to the end of each fiscal year. If a partner does not wish to continue their partnership, they must notify the partnership in writing by October 15 of the year they intend to end their partnership.  Dues: Each partner will pay an equal share of the expenses at a minimum on a monthly ba­sis, due 14 days prior to the date of the lease payment.  Working: partners will contribute equally to the business and operations of the Gallery. This includes but is not limited to serving on committees, staffing the gallery, maintenance and up­keep of the Gallery and its assets, and other duties as determined by the business needs.  The artwork exhibited at the Gallery must be the work of the partner, with one exception: the spouse/significant other of a partner may, if approved by the majority vote of the partnership, show their artwork with the artwork of the partner spouse/significant other. This artwork must meet the quality requirements of the Gallery, and neither they nor their spouse/significant other partner are entitled to any additional space that the partner would otherwise have. Further, this does NOT provide the non-partner spouse/significant other any partnership rights, including vot­ing, nor may they vote in place of their partner spouse on any partnership or Gallery matters.  6, Partners must provide one piece of new piece of artwork for display bi-monthly (every other month), new meaning artwork that has not previously been displayed before at the Gallery.  7. Conduct: partners are required to conduct themselves in accordance with the spirit of our purpose and values.

Section B - Patron Members
Pay an annual fee as determined by the Board.

Section C - Consignment Artist
1. A consignment artist is not a partner of the Gallery. They are an artist of sufficient artistic quality who  the Gallery permits to display and sell the artwork on a temporary basis, as deter­mined by the partnership, if space permits. They must agree to pay a commission percentage for all sales and credit card sales fee as determined by the partnership. They do not contribute equity nor are they required to work.
2. Consignment artists must clearly specify “All sales are final” and release the Gallery from any further financial obligations.

ARTICLE V - TERMINATION OF PARTNERSHIP
Section A - Voluntary Termination
A partner wishing to leave the Gallery must submit their decision in writing to the Board by October 15 before the end of their yearly term. At the end of their term, as long as they have continued partnership through their entire term, they are eligible to receive a share of a distribu­tion of profits, if any is made. They do not receive any return of their equity contribution to the Gallery.  A partner who leaves the Gallery before the end of their yearly term is obligated to continue to pay their share of the monthly expenses (dues) and to work as required, absent extraordinary circumstances as determined by the Board. If a new potential partner is found who meets part­nership requirements, makes their equity contribution and starts paying their dues, then the leaving partner may be released from their continuing obligations by the Board.  Section B - Involuntary Termination  A partnership may be terminated if the partner fails to abide by the terms set forth in these by­laws or the partnership agreement. A partnership may also be terminated if a partner’s actions violate the terms or spirit of the purposes and values of the Gallery. Termination of partnership procedures are set forth in the partnership agreement.

ARTICLE VI - FINANCIAL
Section A - General
Equity investments are non-refundable buy-ins into the partnership for the purpose of estab­lishing and maintaining the Gallery.  Each partner will pay an equal share of the expenses, including rent, on a monthly basis, or as required.  Once a year the Board will establish the percent of commission on art sales that is due the Gallery at the time of sale. For the first year of operation, that shall be ten (10) percent for part­ners. The Board shall establish a higher percent of commission if a consignment artist is al­lowed to exhibit any art for sale.  Partners must approve by a unanimous vote of the partners in attendance at a partner meet­ing any requirement for the partners to pay additional funds beyond their equity contribution and proportional share of the rent to the Gallery for expenses, including improvements, over $100.00.  The partnership will purchase liability insurance for the Gallery as required by the lease. Part­ners are responsible for the artwork and/or physical property they leave in the Gallery, either insuring it through their own insurance policies or self-insurance. The partners agree the part­nership is not responsible for their property through damage or destruction.  Checks in excess of $500.00, OTHER THAN MONTHLY LEASE PAYMENTS, shall require two signatures from either the President or Vice-President, in addition to the Treasurer.  The financial records of the Gallery will be provided to a CPA in a timely fashion each year for review and preparation of all applicable Gallery tax forms and issuance of applicable tax forms to the partners and consignment artists.  The Gallery will collect sales tax on all appropriate art sales and will file the appropriate Texas Sales Tax forms on behalf of the Gallery.

ARTICLE VII – PARTNERSHIP MEETINGS
The President shall designate a time and place for bi-monthly meetings. Notice of meetings will be given at least one week prior to the meeting.  Special meetings can be called by the President, a simple majority vote of the Board or a peti­tion signed by at least forty (40) percent of the partners.  Voting shall take place at partnership meetings and partners must be present to vote, unless the Board has approved an exception based on special circumstance and available technology the Gallery possesses, where the partner attends the meeting via a conference call at their ex­pense, or a Skype or similar call, where the partner is able to hear the full discussion of the is­sue.  A quorum for partnership meetings will be forty (40) percent of the current partners of the Gal­lery.  Passage of motions shall be by a majority vote of partners present, unless otherwise provided for in these bylaws or the partnership agreement.

ARTICLE VIII - BOARD OF DIRECTORS
The Board of Directors consists of the President, Vice-President, Secretary, Treasurer, and one partner elected “at large”. The Board shall be responsible for the operation of the partnership in between partner meetings.

ARTICLE IX - OFFICERS AND DUTIES The duties of the officers are as follows:
PRESIDENT: Shall call partner bi-monthly or called partner meetings as necessary to attend to Gallery matters. The President shall call Board of Director meetings, monthly or as needed. Board votes on issues properly before the Board may be by unanimous vote, including by email. The President shall set the meeting agenda and preside over each meeting and be known as the Principal Officer of the Gallery and execute necessary documents for the Gallery. The President may appoint ad hoc committees as necessary.
VICE-PRESIDENT: Shall assume the duties of the President in the absence of the President and perform any other duties as requested by the President. The Vice-President is considered the President in Waiting for the following year.
SECRETARY; Shall record and distribute accurate minutes of all meetings, and main­tain Gallery documents and non-financial records. These records must be turned over to the next incoming Secretary at the end of the current secretary’s term. The Secretary shall maintain a copy of minutes of the Board of Directors, including any email votes.
TREASURER: Shall be responsible for all financial matters of the Gallery and shall provide the partners with reports at each meeting and a financial statement at the end of the year. The Treasurer shall also have the same power to execute documents as the President. The Treasurer shall insure payment to all artists for sales in the Gallery on a monthly basis, less commission and credit card fees.

ARTICLE X – TEAMS (STANDING COMMITTEES)
The Board of Directors each February, or before, will appoint teams (standing committees) and will attempt to appoint partners to the teams of their choice. The Board reserves the right to make appointments as necessary to fill all team appointments regardless of partner prefer­ences. Each team member will serve a one-year term. The Board may create teams from the partnership as needed and will appoint team directors. Team responsibilities will be defined by the Board and will be reviewed each February during the process of team appointments. The Secretary will keep a list of the standing committees and their members.

ARTICLE XI - ADMINISTRATION
Insurance: The Gallery shall have the power to purchase and maintain insurance for liability, for assets and contents, and for anyone acting for the Gallery.  Indemnification: The Gallery shall indemnify a director or officer in good standing for all rea­sonable expenses, including attorney fees, incurred in a legal proceeding due to their position on the board.  Contract employees: The Board shall have the authority to contract for non-members as needed to fulfill temporary business and operational needs, subject to the financial restrictions set forth in these bylaws.  Member or membership referred to in these bylaws, refers to partners or partnership, unless the term “Patron Member” or “Consignment Artist” is used.

ARTICLE XII - AMENDMENT TO THE BYLAWS
If a court of competent jurisdiction judges any section clause, provision or portion of these by­laws void or invalid, the remainder of these bylaws will not be affected.  These bylaws can be amended by a 70% vote of approval of the partners at a partnership meeting, provided written or email notice an any proposed amendment is mailed or delivered to each partner at least ten (10) days prior to a called or regular meeting. A quorum is necessary for this meeting.  The partnership agreement are made a part of these bylaws. In case of any inconsistency between the partnership agreement and these bylaws, the provisions of the partnership agree­ment take precedence.

 These bylaws accepted on January _____, 2017 by the following partners: