By Laws

INTERDISCIPLINARY ARTISTS AGGREGATION, INC.
[906 Ranch View Terrace Santa Cruz, CA 95064 (831) 459-2575]

Executive Director - Karlton Hester (831) 459-2575
Associate Director - Bill Johnson (215) 204-9335
Secretary - Larry Douglas (510) 932-2862
Treasurer - Kumi Uyeda (831) 917-9415
Director of Marketing - Angela Hwang - (607) 759-9813
Director of Membership - Melani Liu (831) 252-6800
Director of Fundraising - Monica Lynn - (831) 454-8077
Director of Outreach and Mission - Mary Reeves (915) 313-4117

Although our organization is open to all art forms one of the main strengths is music. In addition to visual and kinetic arts Interdisciplinary Artists Aggregation, Inc. seeks to expand community awareness of contemporary creative arts. African American and other contemporary art forms, spontaneous creations, improvisation and other muti-disciplinary concepts have long been misunderstood and therefore sparsely supported by the public. One primary goal of IAA is to create proper environments for the presentation of creative works where the artists involved have a vehicle to communicate with audiences directly. This type of direct communication frees artists from the dictates of stylized commercial formulas and attitudes used to control the public's taste.

IAA concerts are presented in facilities of exceptional acoustics and appropriateness. In this way the listener experiences all facets of the performance equally without the usual distractions inherent in the casual venues into which performers were historically forced. IAA concerts are presented as single presentations and as parts of lecture series and workshop/clinics.

Another primary goal is education. The IAA will present workshop/clinics to the community, young and old. Areas of discussion are an introduction to African rhythms, visual and kinetic presentations, and demonstrations of spontaneous composition, choreography and improvisation. IAA sponsors lecture and performance series featuring guest artists from a diverse artistic spectrum. An important aspect of our approach is the incorporation of information about the creative process into our video performances prepared for local cable access and educational networks.

The musicians, dancers and other artists involved in these projects are the members of IAA and their invited guest performers.

INTERDISCIPLINARY ARTISTS AGGREGATION, INC.
[148 Hagar CT, Santa Cruz, CA 95064 (831) 457-2917]

BYLAWS
OF
INTERDISCIPLINARY ARTISTS AGGREGATION, INC.

Article I
PURPOSE

The specific and primary purposes for which this corporation is formed are as set forth in Article II of the Articles of Incorporation of Interdisciplinary Artists Aggregation, Inc. (IAA). In addition, this corporation is formed for the purpose of performing all things incidental or appropriate in the achievement of the foregoing specific and primary purposes and shall have other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. The corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the State of New York and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation; provided, however, that in no event shall the corporation engage in activities which are not charitable in nature.

Article II
MEMBERSHIP

Section 1. Voting Membership

There shall be one class of voting membership that shall be the same as the Board of Directors. All voting members must have dues paid in full by the annual meeting to exercise voting rights.

Section 2. Non-voting Membership

There shall be one class of non-voting membership wthat shall be known as the Board of Advisors. Membership in this class is open to those persons selected by the Board of Directors, whose knowledge and talents are such that they will promote the specific and primary purposes of this corporation.

Section 3. Rights of Non-voting Members

The membership known as the Board of Advisors may participate in board meetings and may serve on committees in an advisory or consultant capacity. They shall receive notification of the corporation's activities as the Board determines.

Article III
BOARD OF DIRECTORS

Section 1. Powers and Duties

The Board of Directors shall have general power to control and manage the affairs and property of the corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect to the distribution and payment of the moneys received by the corporation from time to time; provided, however, that the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earning or capital of the corporation to inure the benefit of any private individual.

Section 2. Number, Qualifications, Election and Term of Office

The initial Directors shall be the three persons named in the Articles of Incorporation. At the first meeting of the incorporating Board of Directors, the incorporating board shall determine the number of the full board. The executive director President, known as the incorporating director, shall serve a perpetual term. Other board members will serve a term of at least one year. The term of office will coincide with the fiscal year. Members of the Board of Directors shall be elected at the annual meeting of the corporation by a majority of directors then in office. Any director may be removed, with or without cause, at the annual meeting or a special meeting called for that purpose, by the majority of all directors. Cause will include three unexcused absences from three successive meetings. The Board of Directors shall be a mixture of music, dance, and art professionals as determined by the incorporating board.

Section 3. Annual Meeting

Beginning with the year 1991, an annual meeting of the Directors shall be held in the month of June at such date, time and place as the Board of Directors shall determine.

Section 4. Special Meeting

Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place within the United States as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board shall be given at least two days previous thereto by written notice delivered personally or sent by certified mail or telegram to each Director at his or her address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice.

Section 6. Quorum

A simple majority of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 7. Vacancies

Any vacancy occurring in the Board of Directors or in any directorship shall be filled by a majority vote of Directors present at the annual meeting, or a duly called special meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 8. Compensation

No Director of this corporation shall receive, directly or indirectly, any salary, compensation or emolument there from in his or her capacity as Director; but the Board may authorize reimbursement of reasonable expenses incurred by Board member in connection with attendance at Board meetings.

Article IV
OFFICERS

Section 1. Number and Qualifications

The officers of the corporation shall consist of an executive director President, associate director Vice President, Secretary/Treasurer, and such other officers as the Board of Directors may from time to time appoint. Any two or more offices may be held by the same person, except for the offices of executive director President and Secretary/Treasurer.

Section 2. Election and Term of Office

The officers of the corporation, other than the executive director President, shall be elected annually by the Board of Directors at the regular annual meeting immediately following the election of directors. If the election of officers shall not be held at such meeting, such election of officers shall be held as soon thereafter as may be practical. The vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified.

Section 3. Removal

Any officer of the corporation may be removed by a vote of the majority of the Board of Directors then in office.

Section 4. Executive Director President

The executive director President shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. He or she shall have general supervision of the affairs of the corporation, and shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation. He or she may sign, singly or with the Secretary/Treasurer or any other proper officer authorized by the Board of Directors, in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board of Directors. He or she shall preside at all meetings of the Board of Directors and of IAA. He or she shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 5. Associate Director Vice President

The associate director Vice President shall have such powers and duties as may be assigned to him or her by the executive director President of the Board of Directors. In the absence of the executive director President, the associate director Vice President shall, in general, perform the duties of the executive director President.

Section 6. Secretary/Treasurer

The Secretary/Treasurer shall act as secretary and treasurer of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving and serving of all notices of the corporation and shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws. He or she shall perform all other duties customarily incident to the office of Secretary/Treasurer, subject to control of the Board of Directors, and shall perform such additional duties as shall from time to time be assigned to him or her by the Board of Directors.

The Secretary/Treasurer shall have custody of all funds of the corporation which may come into his or her hands. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects of the corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, he or she shall render a statements of his or her accounts. The Secretary/Treasurer shall at all reasonable times exhibit the corporate books and accounts to any officer or director of the corporation and shall perform all duties customarily incident to the position of Secretary/Treasurer, subject to the control of the Board of Directors. The Secretary/Treasurer shall be required to prepare an annual accounting statement, which must be presented to the Board of Directors at their annual meeting.

The Secretary/Treasurer position can be split between two separate officers as needed.

Former Board Members who still serve or have recently joined our Board of Advisors):

President/Executive Director - Karlton Hester, Ph.D.
Vice President/Associate Director - Bill Johnson
Secretary - Larry Douglas
Treasurer - Mary Reeves
Director of Fundraising - Nelson Harrison, Ph.D.
Director of Outreach and Mission - Dr. Larry Ridley
Director of Interdisciplinary Projects - David Anthony, Ph.D.

New Officer Positions:

Director of Fundraising

Interdisciplinary Artist Aggregation Director of Fundraising serves in a general fundraising leadership capacity of IAA. It is an integral part of the IAA’s primary fundraising agenda. The Director of Fundraising provides leadership in the solicitation, acceptance, and acknowledgment of private contributions; the cultivation and stewardship of major gift donors and prospective donors; and the marketing of IAA programs and fundraising activities to advance the mission of IAA.

Director of Fundraising serves as the Development Coordinator in support of the fundraising efforts of Interdisciplinary Artist Aggregation. This position will interface with Interdisciplinary Artist Aggregation Board of Directors; provide support to the Executive Director; develop IAA marketing materials; edit all forms of communication to donors; strategize cultivation, solicitation, and stewardship efforts with the Executive Director and fundraising staff; and maintain discretion in the protection of confidential donor information.

Director of Outreach and Mission
General Description: Director of Outreach and Mission is a core aspects of the identity of historic Interdisciplinary Artist Aggregation. The Director of Outreach and Mission is responsible for providing leadership and oversight

• Linking new and current members with Outreach and Mission plans (volunteer identification, recruitment and equipping)
• Working closely with the Chairs of the Outreach and Mission committees
• Assisting the Chairs of the Outreach and Mission committees to develop and support their program budgets and goals; and in the training and support of their volunteers
• Serving as a liaison between the IAA and the general community at large to ensure integration of programming and support of Interdisciplinary Artist Aggregation. The Director reports to the Interdisciplinary Artist Aggregation Board of Directors and participates on this executive board, which is responsible for strategic planning based on IAA goals and mission.

Director of Interdisciplinary Projects

The Director of Interdisciplinary Projects is responsible for keeping a balanced set of interdisciplinary projects in progress. This mix includes aural, visual, kinetic, oral, digital, and any other related art forms.

Member-At-Large

The Member-at-Large (MAL) is a two-year elected position. The MAL represents the interests of the general membership and conducts projects and accepts duties as assigned by the Board of Directors. There are one or two MAL positions, elected on alternate years.

Functions

• Participates as a member of the Board of Directors attending monthly Board of Director (BOD) meetings and special meetings as scheduled, both onsite and via teleconferencing.
• Represents the general membership on issues of interest or concern, particularly those that arise outside of the standing committee structure.
• Conducts projects to further the goals of the organization or to develop services for the membership. Serves as chair of any ad hoc committee formed to develop these projects.
• Assists with conference and meeting planning and production.

Skills Required

• Listen to membership and communicate their issues, needs and interests to the Board of Directors.
• Identify potential problems and opportunities.
• Work effectively toward common goals as a team member.
• Set objectives and develop action plans for selected and/or assigned projects.
• Excellent written and verbal communication skills.

Article V
COMMITTEES

Section 1. Committees of Directors

The Board of Directors, by resolution adopted at a duly noticed meeting of the Board of Directors in office, may designate an executive committee, which shall consist of two or more directors, and to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation.

Section 2. Other Committees

Other committees not having exercised the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the executive director President of the corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Section 3. Term of Office

Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such members be removed form such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairperson

One member of each committee shall be appointed chairperson thereof.

Section 5. Vacancies

Vacancies in the membership of a committee may be filled by appointments made in the same manner as provided in the case of the original appointment.

Section 6. Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules

Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or rules adopted by the Board of Directors.

Article VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors may authorize any officer of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, such authority must be in writing and may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer and countersigned by the executive director President of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Section 5. Co-Sponsorships

The corporation shall charge 7% of awarded amounts for administration of co-sponsorship of non-member projects.

Article VII
OFFICE AND BOOKS

Section 1. Office

The office of the corporation shall be located at such place as the Board of Directors shall from time to time determine.

Section 2. Books

There shall be kept at the office of the corporation correct books of account of the activities and transaction of the corporation, including a minute book which shall contain a copy of the articles of incorporation, a copy of these bylaws, and all minutes of the Board of Directors.

Article VIII
CORPORATION SEAL

The seal of the corporation shall be circular in form and shall bear the name of the corporation and words and figures showing that it was incorporated in the state of New York in the year 1989.

Article IX
FISCAL YEAR

The fiscal year shall begin July 1 and shall end June 30.

Article X
REGULAR MEETINGS; NOTICE

Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall designate and notice of such regular meetings need not be given.

Article XI
AMENDMENTS

These bylaws may be amended by the affirmative vote of two-thirds of the directors in office at any meeting of the Board of Directors.

Article XII
DUES

Annual dues will be twenty-five dollars per year per member payable by the annual meeting.

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