To be the premier venue in the greater southern Utah area for awareness, appreciation, education, and enjoyment of diverse artistic endeavors
To develop and create an environment that fosters diverse artistic endeavors for educational and enrichment purposes.
2018 Board Members
Susan Talley graduated with the second class of women from Princeton University. While at Princeton, she studied pipe organ at Westminster Choir College and later pursued graduate organ studies at the Royal Danish Conservatory of Music in Copenhagen on a Marshall Foundations Grant. Susan served as the first female “organ fellow” at Washington’s National Cathedral in 1976. Susan recently has retired from 40 years of full-time church music. Together with her husband Stephen, she served large Protestant churches in Erie, Pennsylvania; Delray Beach, Florida; Boise, Idaho; and Charlotte, North Carolina. While in Delray Beach, Susan and Stephen founded a community chorus, The Delray Beach Chorale, and established it as a 501(c) (3) corporation. Susan is an enthusiastic chamber musician and accompanist and currently serves as choral accompanist for the Tuachan High School for the Performing Arts and as organist for Grace Episcopal Church. She also sings with the St. George Chamber Singers. The Talleys have one daughter, Laurel, a professional violinist and orchestra conductor for Boise High School.
Jane Blackwell, Ph.D. is a Clinical Psychologist, recently retired from a private practice in Salt Lake City. Jane was the founding Director of Medical Psychology for St. Benedict’s Hospital in Ogden, UT as well as the founding Director of the Eating Disorders Unit at Cottonwood Hospital and Wasatch Canyons Hospital in Salt Lake City. Dr. Blackwell has taught undergraduate Human Sexuality courses on campuses in Washington and Oregon and has conducted numerous workshops and presentations in California, Washington, Oregon, Wyoming, Utah, and Hawaii. She has served as Treasurer and Member-at-Large and as a member of various committees for the Utah Psychological Association. Dr. Blackwell has been a Utah State Coordinator of the Eating Disorders Awareness Week, and served on the Board of Directors for the Rape Recovery Center in Salt Lake City. Currently she serves as the American Psychology Association’s Public Education Coordinator for Utah. In addition to her professional work, Jane conducted meditation programs for inmates at the Utah State Prison for over six years. Jane’s life work of restoring positive mental health to individuals has provided the backdrop for her belief in the benefits of the arts and their synergistic value to the well-being and good health of society as a whole. Jane and her husband, Bruce, retired to Southern Utah where they embrace the beauty of the desert and the stimulating community of Kayenta.
Susan Holben, had a 38 year career with the State of Michigan where she spent 37 years in various positions within the State’s economic development agencies and executive offices spanning five administrations. She worked as personal assistant to Michigan’s First Lady as well as other government administrators. Susan worked tirelessly to help Michigan’s small business community from start-up to growth. For 17 years she served as Michigan Business Ombudsman and was appointed by the Governor as Michigan’s Small Business Clean Air Ombudsman. In the last chapter of her career she enjoyed her responsibilities as Economic Gardening program administrator in coordination with the National Center for Economic Gardening and the Edward Lowe Foundation. Susan also had the opportunity to serve as chapter president of the Michigan Society of Government Meeting Professionals and on her local government planning commission. The arts, humanities and architecture have always been passions in Susan’s life. She and her husband, Alan, retired to Ivins, UT in 2016. She is an oil painter, member of the Southern Utah Art Guild, the St. George Art Museum, and the American Association of University Women, St. George. Susan is excited to actively work with the Kayenta Arts Foundation to educate and promote the arts in southern Utah.
Kayla Koeber was born in Honolulu, Hawaii and spent her youth between Washington D.C. and Tokyo, Japan. She graduated from Zama American High School in Japan in 1976 and received a degree in Economics from the University of California at Santa Cruz in 1981. After many years in the TV and Film industry in Southern California, Kayla and her husband relocated to Southern Utah where Kayla began her second career in 2000 with Merrill Lynch as a Wealth Management Advisor and CERTIFIED FINANCIAL PLANNER™ in the St. George office. Over the years Kayla has served on a number of charitable committees and boards. In addition to Kayenta Arts Foundation Director, she is currently Vice President, Programs Co-Chair of AAUW (the American Association of University Women) St. George and was the Co-Chair / Founder of AAUW’s eSMART (Explore Science, Math and Related Tech) Summer Camp for Girls. She also serves on the Vision Dixie Implementation Committee, a smart growth effort for Washington County. Past volunteer positions include Board Member of The Space Between Theatre Company, Board Member of The Mesa: Artist in Residency Program in Springdale, Utah, member of the Professional Advisory Council to Dixie Regional Medical Center and member of the Vision Dixie Steering Committee. Kayla is an ardent supporter of KAF’s mission statement to promote diversity in the arts. She resides in Silver Reef, UT with her husband Dean and their two yellow labs, Chili and Madi.
Become a Director
Kayenta Arts Foundation relies upon the support of volunteers from the community to achieve its mission to develop and create an environment that fosters diverse artistic endeavors for educational and enrichment purposes. The KAF Board of Directors is the governance and management body for the activities supporting this mission. We are seeking individuals interested in taking a dynamic role as a member of the KAF Board of Directors.
If you are interested in becoming a member of the KAF Board of Directors, we ask that you:
1. Review the following documents on the KAF website under the ‘ABOUT US’ tab
• Vision/Mission /Goals
• Core Values
• Policy Statements
• Annual Reports & Financial Reports
2. Contact Board Member Donna Howell at firstname.lastname@example.org or (970) 819-4462 to discuss your interest and receive answers to additional questions you may have.
The KAF Board of Directors meets regularly on the fourth Tuesday of each month at 5:30 pm, in Ivins, Utah. Board members are expected to attend KAF sponsored events and to volunteer as needed. They are also asked to be available for an additional Board meeting, if needed, on the second Tuesday of each month at 5:00 pm.
Applications for 2- or 3-year terms on the Board of Directors commencing January 1, 2017 are being accepted. Should you wish to formally apply for a position, an application package will be sent to you. The application deadline is October 15 annually. The Board will make its determination of new Directors at the Annual Meeting in December
Thank you for your interest in Kayenta Arts Foundation.
Be A Part Of The Art!
KAF is responsible to the public and serves it with transparency through program evaluations, internal and external audits and reviews, and frank and open discussions.
Agents honor donors' intentions and restrictions on the use of their gifts, and promote responsible stewardship of the resources they entrust to KAF for the accomplishment of its work. KAF Directors, staff, and other agents are accessible and responsive to members of the public who express an interest in KAF’s affairs.
KAF maintains high operating and program standards. Directors support and encourage visionary governance, exemplary management, creativity, and excellence in service and program delivery. KAF Directors and staff are selected on the basis of qualifications and commitment to KAF’s mission
KAF operates within its Code of Ethical Conduct.
Activities, services, and programs are consistent with its stated mission, compatible with its organizational capacity, respectful of the interests of its varied constituencies, and managed with a high degree of professionalism. KAF agents provide truthful information about its mission, program activities, use of donations, and finances. Agents comply with all applicable federal, state, and local laws and regulations. Directors and staff enable each Director to exercise his/her fiduciary duties of care, loyalty, and obedience. Each Director strives to be reasonably informed and to participate in Board decisions in good faith and in the best interest of KAF.
KAF values the diversity, dignity, autonomy, privacy, beliefs, and cultures of individuals and communities it serves and its employees and contractors, and those who donate and volunteer. Agents operate with consideration for the different roles within the organization played by Directors, Officers and staff and understand that these may carry different legal and ethical responsibilities which must be considered and, at times, given deference.
KAF relies on the willingness of its Directors and staff to contribute time, talent and/or resources to support KAF’s mission. Directors, staff, and other agents accept that their participation and support of KAF activities as well as community activities/events that are aligned with KAF’s vision are essential to KAF’s sustainability.
KAF believes in the honesty, integrity, and reliability of its agents. Directors, staff, and other agents are chosen after due diligence and in the belief that they will communicate and act in an open, truthful, and respectful way in all relationships. Agents value thoughtful, reasoned dialogue with one another, particularly in times of disagreement, and are confident that all parties will share information relevant to the issue at hand and use that information to foster KAF’s mission.
1 Based on the Core Values of the Utah Nonprofits Association
Goals and Objectives
Goal 1: KAF is a viable source of funding and in-kind support for visual and performing arts.
- To write at least three grants. Achieved
- To organize volunteer staff and clarify roles of Event Coordinators and Volunteer Coordinator. Progress continues
- To participate in at least 3 meetings/trainings with arts and other organizations and business to further our mission, including developing sponsorships for KAF events. Achieved
- To have 100% Director financial contributions to KAF. Achieved
- To attain annual break-even or net profit in general operations. Achieved To maintain and grow the Reserve Fund. Achieved
Goal 2: The Kayenta community is offered a range of visual and performing arts reflecting multicultural diversity.
- To schedule at least 4 events. Exceeded
- To be involved in at least 3 arts oriented workshops or other educational programs targeted to School-age residents of the greater southern Utah area. Achieved
- To explore potential partnerships with local university or schools to expand student knowledge and experience in stage design, lighting, sound, etc. and help to staff KAF events. Achieved
Goal 3: A Kayenta Center for the Arts/Theatre is completed, appropriately equipped and maintained, and is a source of revenue for KAF.
- To add to KAF’s available equipment such as sound, lighting, seating, etc. for immediate and Long- term purposes. Partially achieved
- To undertake a capital campaign to raise funds to complete and provide first year. Maintenance of the Center Partially achieved
Goal 4: The Desert Rose Labyrinth and Sculpture Garden is maintained as a safe and serene public area for meditation and appropriate events.
- To coordinate and oversee all maintenance of the Labyrinth and Sculpture Garden. Achieved
- To update/develop written materials about the Labyrinth within general KAF material and/or materials specific to the Labyrinth. Not achieved
Goal 1: KAF is a sustainable* organization with appropriate funding and in-kind support to provide diverse visual and performing arts.
- To increase accountability and transparency via annual publication of Financial Statements, 990s, and other evaluative reports
- To institute an ongoing fundraising campaign to assure maintenance of the Center for the Arts and growth of KAF programming
- To participate in at least 6 meetings/trainings with arts and other organizations and business to further its mission, including developing sponsorships for KAF events
- To have 100% of its Directors making financial contributions to KAF To attain annual break-even or net profit in general operations
- To maintain and grow the Reserve Fund
Goal 2: The greater southern Utah community is offered a range of visual and performing arts events and educational opportunities reflecting multicultural diversity.
- To offer the community at least 8 visual/performing arts events and/or educational opportunities
- To develop arts education projects to help meet Washington County schools needs as identified with the County
- To identify potential partnerships with local universities, schools, and/or nonprofit entities
- To expand the range and diversity of visual and performing arts in southern Utah
- To provide at least two performances or arts events at the Veterans Home of Southern Utah
Goal 3: The Center for the Arts is completed, appropriately equipped and maintained, and a first year program of diverse artistic events is adopted.
- To outfit and staff the Center for the Arts as necessary for a Grand Opening and ongoing performances
- To adopt a 2018 schedule of diverse artistic events including entering appropriate contracts for such events
Goal 4: The Desert Rose Labyrinth is maintained as a safe and serene public area for meditation and appropriate events.
- To coordinate and oversee all maintenance of the Labyrinth
- To update/develop written materials about the Labyrinth within general KAF materials and/or specific to the Labyrinth
* “Sustain” “Sustainable” shall mean the ability of KAF to pay all Center expenses and provide for maintenance of the Center, via earned revenues, grants, donations, etc. as evidenced in its annual financials and using the Center’s Business Plan as a guide for financial sustainability analysis.
2018-2019 Kayenta Arts Foundation Goals and Objectives:
To be the premier venue in the greater southern Utah area for awareness, appreciation, education, and enjoyment of diverse artistic endeavors
To develop and create an environment that fosters diverse artistic endeavors for educational and enrichment purposes
Goal 1: KAF is a sustainable organization with appropriate funding and in-kind support to provide diverse visual and performing arts.2018-2019 Objectives:
- Assure transparency and accountability of finances via annual publication of Financial Statements, 990s, and other evaluative reports, available upon request.
- Develop an ongoing Donor Campaign to solidify financial sustainability of the Center for the Arts in Kayenta and to promote growth of programming.
- Participate in at least 6 meetings/trainings with arts and other organizations and businesses to further its mission, including developing sponsorships for KAF events.
- Maintain financial support by 100% KAF Board of Directors.
- Reach a positive or break even cash flow in KAF operations
- Continue to build Reserve Fund with goal of 1 year Operating Budget available for use
Goal 2: The greater southern Utah community is offered a range of visual and performing arts events and educational opportunities that reflect diversity.
- Present at least 24 visual/performing arts events and/or educational opportunities
- Continue to develop arts education projects in collaboration with public and private Washington County schools’ needs.
- Continue to identify and utilize potential partnerships with local universities, schools and/or nonprofit entities
- Provide at least two performances or art events at the Veterans’ Home of Southern Utah
Goal 3: The Center for the Arts is the premier venue for diverse visual and performances in southern Utah.
- Adopt Season 2 program schedule for the Center for the Arts to include a wide range of diverse offerings
- Continue staffing and fulfillment of outfitting needs
- Ensure contracts for events and rentals
- Update the website for the Center for the Arts and KAF to provide easy access to information, ticket sales, and online donations.
ARTICLE I. NAME AND OFFICES
ARTICLE ll. PURPOSES
ARTICLE III. GOVERNING BODY
ARTICLE IV. OFFICERS AND AGENTS
ARTICLE V. MEMBERS
ARTICLE VI. INDEMNIFICATION; INSURANCE
ARTICLE VII. CONFLICTS OF INTEREST, DISTRIBUTIONS, DISSOLUTION
ARTICLE VIII. MISCELLANEOUS
ARTICLE I. NAME AND OFFICES
Section 1.1 Name: The name of the corporation is the Kayenta Arts Foundation (herein “Corporation”)
Section 1.2 Business Offices: The principal office of the Corporation is located in the city of Ivins and the county of Washington, Utah. The Corporation may have other offices either within or outside Utah, as designated by the governing body or as the affairs of the corporation may require from time to time.
Section 1.3 Registered Office and Agent: The registered office and agent of the Corporation are as stated in the Corporation’s Articles of Incorporation or as changed from time-to-time by the Corporation’s governing body.
ARTICLE ll. PURPOSES
Section 2.1 Purposes: The Corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code in support of and related to artistic endeavors, including, for such purposes, without limitation,
a. the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code;
b. the solicitation and distribution of funds;
c. all purposes authorized by its governing body and consistent with law; and
d. the exercise of all powers granted to such nonprofit corporations under Utah law.
All acts of the Corporation are to be in furtherance of its charitable purposes and subject to such limitations as set forth herein at Articles X and XI of the Articles of Incorporation and in these Bylaws.
ARTICLE III. GOVERNING BODY
Section 3.1 General Powers: The Corporation’s governing body is its Board of Directors (“Board”). The Board is responsible for overall policy and direction of the Corporation, delegates responsibility for day-to-day operations to the Corporation’s executive director, staff and Board committees, if any. All corporate powers are to be exercised by or under the direction of the Board.
Section 3.2 Number, Election, and Qualifications: The Board is to elect Directors to fill vacancies left by expiring terms at its annual meeting. There shall be no less than three and, unless other is set by the Board, no more than thirteen (13) Directors of the Corporation. All Directors are to be at least eighteen years of age, and a majority of Directors are to own property in Kayenta. No persons married to each other and/or persons in the same household may serve as Directors at the same time.
Section 3.3 Tenure: The term of the initial Directors ends at the election of successor Directors at the first annual meeting, or subsequent special meeting called for such purpose.
As of the election of Directors at the first annual meeting of the Directors, or subsequent special meeting called for such purpose, the terms of Directors are to be staggered so that approximately one third is elected to one-year terms, one third to two-year terms, and one third to three-year terms. Terms of Directors subsequent to those of the Directors elected at the first annual meeting may be one, two, or three years, as appropriate to the needs of the Board, so long as at least some Directors have terms of two years and others have terms of three years. No person is to serve as a Director for more than six consecutive years, except that terms of initial Directors and persons elected to fill a vacancy of an unexpired term, which term is more than half complete, shall not be counted in determining whether the person has served six consecutive years.
Section 3.4 Duties: Directors are expected to perform such duties as necessary to the Corporation’s business and mission, including, without limitation, attending and participating in the annual meeting and at least six Board meetings per year.
Section 3.5 Vacancies: Section 3.5 Vacancies; Leaves of Absence: Any Director may resign at any time by giving written notice to the Corporation’s Chair or Secretary. Such resignation shall take effect at the time specified in the notice, or if none is specified, as of the date the notice is received by the Chair or Secretary. The Chair or Secretary is to report the resignation at the next regular meeting of the Board, but no action by the Board is necessary.
A Director who foresees his/her unavailability for good cause to meet his/her obligations as a Director for two or more consecutive meetings may request the Board to grant a leave. The Director may make such a request at a Board meeting or by submitting a written request (e-mail accepted) to the Secretary who then is to bring the request to the Board for action. The Board has discretion to grant the leave for a period up to 4 months or to request the Director resign from the Board. A Director on leave is deemed to not be serving on the Board and is not counted for purposes of establishing a quorum, but his/her position may not be filled by any other person. A Director on leave who does not return from leave at the end of the granted leave period is deemed to have resigned from the Board as of the last day of the granted leave period.
When a Director has had two consecutive absences from Board meetings, except when on a granted leave of absence, the Board Chair or his/her designee shall contact the Director to discuss the Director’s commitment to the Corporation and his/her interest in remaining on the Board. A Director who misses three consecutive Board meetings, except when on a granted leave of absence, is deemed to have resigned from the Board unless he/she provides information to the Board on which an exception is deemed to be in the Corporation’s interest and the Board votes in favor of such exception. The Board may elect a person to serve as a Director for the remainder of any unexpired term of any vacancy occurring between annual meetings.
Section 3.6 Annual and Regular Meetings:
• Annual Meeting. The Board is to hold its annual meeting in November or December of each year.
• Regular Meetings. The Board shall have regular meetings at least 10 times per year at such times and places set by the Board.
Section 3.7 Special Meetings: The Chair or any two Directors may request that the Secretary call a special meeting. Notice of special meetings shall include the date, place, time and purpose of the meeting.
Section 3.8 Notice: The Secretary or his/her designee shall give each Director notice of the date, time, place, and agenda/purpose of each regular, special and annual meetings of the Board as follows:
• Annual Meeting—no less than 20 days in advance of the meeting by electronic, first-class, or registered mail
• Special Meetings—no less than 2 days by electronic mail
• Regular Meetings- via annual schedule of meetings distributed at the annual meeting and/or by electronic means no less than 5 days in advance of the meeting
If sent by US Post, such notice shall be deemed given when deposited in the United States mail, with prepaid postage. If sent by email, such notice shall be deemed to be given when the email is sent. Any Director may waive notice of any meeting before, at, or after such meeting. The attendance of a Director at a meeting constitutes a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not called or convened in accordance with law or these Bylaws.
Any notice required by these Bylaws to be written notice to the Board is to be directed to the attention of the Chair or the Secretary.
Section 3.9 Quorum and Voting: A quorum shall consist of a majority of Directors serving at the start of the meeting... If less than such majority is present at a meeting, the meeting is adjourned and all business scheduled for the meeting is tabled until the next regular meeting or special meeting called for such purpose.
The Board is to take all actions by an affirmative vote of the majority of the Directors present once a quorum is constituted, unless other is required by law or these Bylaws. Voting by proxy is not permitted.
Section 3.10 Meetings by Telephone and Other Means: The Board or any Board committee may permit a Director to participate in a meeting of the Board/committee by means of conference telephone or similar communications equipment by which all persons may hear and be heard by those present at the meeting. Such participation constitutes presence in person at the meeting and the Director is counted in determining the presence of a quorum.
Section 3.11 Action Without a Meeting: Any action that may be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed before such action by a two-third's majority of the Board. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Directors.
Section 3.12 Presumption of Assent: A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) his/her dissent or abstention is recorded in the minutes of the meeting, or (b) unless he/she files a written dissent or abstention to such action with the person serving as secretary of the meeting before adjournment of the meeting, or (c) he/she forwards such dissent or abstention by registered mail to the secretary of the Corporation immediately after the adjournment of’ the meeting. Such right to dissent/abstain shall not apply to a trustee who voted in favor of such action.
Section 3.13 Compensation: Directors shall not receive compensation for their services as such—although the reasonable expenses of attendance at Board meetings may be paid or reimbursed by the Corporation when authorized by the Board. Directors may receive reasonable compensation for other services rendered to or for the benefit of the Corporation provided that the Board, by an affirmative vote of Directors with no private interest in the matter have authorized or ratified the agreement between the Director or company of the Director and the Corporation.
Section 3.14 Committees: The Board may designate one or more committees of Directors, each of which—to the extent provided in the resolution establishing such committee—shall have and may exercise all the authority of the Board relative to the purposes of the committee, except any committee with voting members who are not Directors may not act on behalf of the Board. The delegation of authority to any committee shall not operate to relieve the Board or any Director from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the Board shall be as established by the Board, or in the absence thereof, by the specific committee involved. The Corporation’s Chair or in his/her place the Vice-Chair is to be an ex officio member of all committees with no vote.
ARTICLE IV. OFFICERS AND AGENTS
Section 4.1 Officers: Executive Committee Defined: The Corporation is to have a Chair, Vice-Chair, Secretary and Treasurer and such officers constitute the Corporation’s Executive Committee. The Board may elect or appoint such other officers, assistant officers and agents, including one or more vice-chairs, a controller, assistant secretaries and assistant treasurers—as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of Chair and Secretary. Officers need not be Directors of the Corporation. All officers must be at least eighteen years old.
Section 4.2 Election and Term of Office: The Board is to elect officers at its annual meeting or its first regular meeting following the annual meeting. Officers shall hold office until the next annual meeting or until his/her successor is elected. The Board may elect a Director to serve in the same office for no more than two (2) consecutive years, unless otherwise decided by the Board.
Section 4.3 Removal: Any officer or agent may be removed by a vote of the Board whenever in its judgment such removal is in the best interests of the Corporation.
Section 4.4 Vacancies: Any officer may resign at any time, subject to any rights or obligations existing under any contract(s) between the officer and the Corporation, by giving written notice to the Board in accordance with these Bylaws. An officer's resignation shall take effect at the time specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.5 Authority and Duties of Officers: The officers of the Corporation are to perform the duties specified below and such other duties as may be delegated to them from time-to-time by the Chair or the Board, not inconsistent with law or these Bylaws.
(a) Chair. Subject to the direction and supervision of the Board, the Chair is to (i) serve as the Corporation’s Chief Executive Officer until such time that the Board employs such officer with general and active control of the Corporation’s affairs and business and general supervision of its officers, agents and employees; (ii) preside at all meetings of the Board; (iii) see that all orders and resolutions of the Board are carried into effect; and (iv) perform all other duties incident to the office of chair and/or as from time to time may be assigned to her/him by the Board.
(b) Vice-Chairs. The Vice-Chair or Vice-Chairs are to assist the Chair and perform such duties as may be assigned to them by the Chair or by the Board. The vice-chair (or if there is more than one, then the Vice-Chair designated by the Board), at the request of the Chair, or in his/her absence or inability or refusal to act, perform the duties of the Chair and when so acting are to have all the powers of and be subject to all the restrictions upon the Chair.
(c) Secretary. The Secretary is to (i) keep the minutes of the proceedings of the Board and any committees of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the Corporate records and of the seal of the Corporation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the Chair or by the Board. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision and direction of the Secretary.
(d) Treasurer. The Treasurer is to (i) be the chief financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness, and other personal property and deposit the same in accordance with the instructions of the Board; (ii) receive and give receipts and a quittance for moneys paid on account of the Corporation, and payout of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the Chair and the Board statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and other such duties as from time to time may be assigned to him/her by the Chair or the Board. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision and direction by the Treasurer.
ARTICLE V. MEMBERS
Section 5.1 Members: The Corporation shall have no members.
ARTICLE VI. INDEMNIFICATION; INSURANCE
Section 6.1 Indemnification of Directors, Officers: To the full extent permitted by law, the Corporation indemnifies any Director, trustee or officer, including the executive director (if any) or former Director, trustee or officer of the Corporation, or any person who may have served at its request as a director, trustee or officer of another corporation against expenses actually and reasonably incurred by them in connection with the defense of any action, suit or proceeding, civil or criminal, in which they are made a party by reason of being or having been in such service, except in relation to matters as to which they are adjudged in such action, suit or proceeding to be liable for gross negligence in the performance of duty; and to make such other indemnification (including advanced payment of indemnification) as shall be authorized by the Board.
Section 6.2 Insurance: The Corporation is to purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against such person and incurred by such person in the capacity of or arising out of such person’s status as an agent of the Corporation, whether or not the Corporation would have the power to indemnify such person against such liability under applicable provisions of law. The Corporation also may purchase and maintain insurance, in such amounts as the Board may deem appropriate, to insure the Corporation against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 6.3 Limitation on Indemnification: Notwithstanding any other provision of these Bylaws, the Corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Corporation as an organization described in section 501 (c) (3) of the Internal Revenue Code or could result in liability under state or federal law.
ARTICLE VII. CONFLICTS OF INTEREST, DISTRIBUTIONS, DISSOLUTION
Section 7.1 Conflicts of Interest: If any person who is a Director or officer of the Corporation is aware that the Corporation is about to enter into any business transaction directly or indirectly with said person, any member of said person’s family, or any entity in which said person has any legal, equitable or fiduciary interest or position, including without limitation as a trustee, officer, shareholder, partner, beneficiary or trustee, such person is to (a) immediately inform those charged with approving the transaction on behalf of the Corporation of said person’s interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his or her knowledge that bear on the advisability of such transaction from the standpoint of the Corporation, and (c) excuse him/herself from discussions and voting on the matter. All Directors, officers, and staff, if any, are to complete conflicts disclosure statements as reasonably requested by the Board.
Section 7.2 Distributions: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 7.3 Dissolution: Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII. MISCELLANEOUS
Section 8.1 Account Books, Minutes, and Records: The Corporation is to keep correct and complete books and records of account and minutes of the proceedings of its Board and committees. Any Director or his/her duly appointed agent or attorney may inspect all books and records of the Corporation for any proper purpose at any reasonable time.
Section 8.2 Fiscal Year: The fiscal year of the Corporation is the calendar year: January 1 to December 31.
Section 8.3 Conveyances and Encumbrances: The Board may assign, convey, or encumber any property of the Corporation and may authorize Directors or officers to execute and deliver any and all instruments of assignment, conveyance and encumbrance. The sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute and consistent with requirements of Section 501(c) (3) of the Internal Revenue Code.
Section 8.4 Designated Contributions: The Corporation may accept any designated contribution, grant, bequest, or device consistent with its general tax-exempt purposes as set forth in its Articles of Incorporation. Restricted, donor-designated contributions will be accepted for special funds, purposes or uses; and generally such designations will be honored. However, the Corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose, or use. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to ensure that such funds will be used to carry out the Corporation's tax-exempt purposes.
Section 8.5 Loans to Directors and Officers Prohibited: Loans to any Corporate Directors or officers by the Corporation or by any person on behalf of the Corporation are prohibited.
Section 8.6 Amendments: The Board may alter, amend, or repeal these Bylaws and adopt new bylaws by an affirmative vote of two-thirds of the Directors then serving so long as at least 20 days prior notice has been given to the Directors of the proposed alteration, amendment, or repeal.
Section 8.7 Severability: The invalidity of any provisions of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.
I certify that the above Bylaws of the Kayenta Arts Foundation, dated February 22, 2011, as amended on the dates noted, were affirmed and adopted by the Board of Directors of Kayenta Arts Foundation at a duly constituted meeting of the Board held on October 27, 2015.
Tim Terrell, Secretary
October 27, 2015
Sec. 3.2 rev. 11.24.15
Kayenta Arts Foundation Policy Statements Through March 28, 2017
Accessibility and Accommodation
KAF meets legal requirements for accessible venues and facilities and makes reasonable accommodations to its staff, artists, and the public.
Once a duly constituted quorum of the Directors votes on a matter, that matter cannot come before the Board for reconsideration for six (6) months or until and unless the Chair and one other officer determine that (a) information now is available which, if it had been presented to the Directors at the time of the vote, may have altered the outcome of the prior vote and (b) reconsideration will result in no substantial adverse consequences to KAF. (Adopted 09.27.11)
Alcoholic Beverage Control Act Compliance
KAF sells or furnishes alcoholic beverages at its events only as permitted by law and takes steps (see Exhibit 5, Procedures) to assure its compliance with these laws, while working to maintain KAF as a viable entity. (Adopted 09.23.14)
Conflicts of Interest
KAF prohibits any Director with a conflict of interest from voting or participating in the discussion of a matter involving the conflict and determines whether a conflict of interest time. (See attached Exhibit 1)
Decisions Between Meetings
Deciding Board-level matters between meetings is to be the exception, not the rule, in conducting KAF business and may be made only in compliance with the Operating Procedures for Decisions Between Meetings in Exhibit 7 to these Policy Statements as in effect from time- to-time.
Kayenta Arts Foundation prohibits the manufacture, use, and distribution of controlled substances in the workplace and takes steps to comply with applicable state and federal laws related to a drug-free workplace. These steps are delineated in Drug-Free Workplace Operating Procedures as in effect from time-to-time. (Adopted 3.28.17)
At such time that KAF is able to establish an endowment fund, the original principal amount deposited into the Fund and any subsequent contributions to it, other than investment income earned on it, shall be designated as the “Original Principal Balance” and shall be committed to the Endowment Fund irrevocably, shall not be invaded for any reason, and shall be subject to KAF’s Investment Policy Statement and Procedures to be adopted at the time the Fund is established. (Adopted 07.28.15)
KAF’s business is to be conducted in an ethical manner, which, at a minimum means in accordance with KAF’s Code of Ethical Conduct (See attached Exhibit 2), Policy Statements, and procedures that the Board may adopt from time-to-time. (Adopted 04.26.11)
All information on donors, employees, and agents is confidential, not to be released outside of the organization unless authorized in writing by the donors, employees, or agents or as permitted/required by law. When information is maintained in electronic format, reasonable precautions are to be taken to prevent unauthorized access. (Adopted 04.26.11)
KAF takes steps (see Exhibit 4) to assure it promptly receives, deposits into the appropriate accounts, and acknowledges all monetary donations. (Adopted 04.22.14)
Restricted monetary donations are to be used in accordance with a donor’s written explicit restrictions. Explicit written authorization is to be obtained from the contributor before such a restricted gift is used in an alternative manner or for an alternative purpose. (Adopted 04.26.16)
Non-Discrimination (including harassment)
KAF does not discriminate, and no person acting on its behalf is to discriminate, including to harass, against any person in employment matters or in any KAF endeavors on the basis of race, religion, color, national origin, marital status, gender, sexual orientation, presence or degree of disability, or any other status protected from discrimination or harassment by state or federal law.
KAF does not retaliate against any person who makes a good faith report to a Director or outside entity that a Director, staff or other agent of KAF has violated KAF’s Policy Statements, Code of Ethical Conduct, or law.
KAF maintains a Reserve Fund to ensure the stability of its mission, programs and ongoing operations during difficult financial times and to provide an internal source of funds for situations such as: sudden increase in expenses, unanticipated loss in funding, one-time unbudgeted expenses, or nonrecurring expenses that will build long-term capacity for the foundation.
The Reserve Fund is to be maintained and accessed in accordance with the Reserve Fund Procedures in effect from time-to-time (see Exhibit 3). Reserve funds are not intended to replace a permanent loss of funds or eliminate an ongoing budget gap. Funds utilized from the Reserve shall be replenished within a reasonable period of time. (Adopted 03.25.14)
Public Policy Advocacy
KAF does not act for or against any public policy matter until and unless the Board adopts the position in accordance with procedures in its Bylaws after taking reasonable steps to assure that such action does not violate any laws applicable to its public charity and nonprofit status. (Adopted 04.26.11)
KAF maintains accurate records of its activities and finances. All records, in whatever format, are to be protected from unauthorized access and retained in accordance with legal requirements, or not less than for three calendar years. Financial and corporate records of KAF are not to be disposed or destroyed without authorization from the Board. (Adopted 04.26.11)
Unsolicited Non-monetary Gift Acceptance
Kayenta Arts Foundation accepts unsolicited, non-monetary gifts, such as of art, furniture, real estate, equipment, supplies, etc., only after the Board of Directors has determined, in accordance with Operating Procedures in effect from time-to-time (See Exhibit 6) that
such item has reasonable use to the organization;
is relevant to its mission;
does not require any unlawful quid pro quo in exchange for the gift ;
does not raise conflicts of interest or other issues that could jeopardize KAF’s tax
exempt status; and
maintenance of the gift does not outweigh its value to KAF.
As determined by the circumstances at the time, the Board of Directors may consider other criteria for acceptance. (Adopted 11.22.16)
KAF depends on volunteers to manage its operations and perform all necessary tasks. Volunteers are expected to perform in a respectful, competent manner and to fulfill any obligations they make to KAF. Directors are to provide volunteers with appropriate respect, supervision, and recognition.
Kayenta Arts Foundation expects it Directors, Officers, employees, staff, volunteers and anyone acting for or on its behalf (all the foregoing collectively “agents”) to
comply with high standards of professional and personal ethics, and
assist KAF to identify any activities or communications that could give rise to questions of unethical or unlawful practices or conflicts of interest.
To this end, KAF encourages agents to report any practice or conduct that reasonably is believed to raise such questions. No person reporting will be subject to any retaliation by KAF directly or indirectly by sanctioned actions of its agents. Reports may be made to any Officer or Director who then is obligated to bring the report to the Board for an initial assessment and determination of appropriate steps. Any agent who is the subject of a report may respond to the report and answer questions from the Board, but the agent may not participate in the Board’s deliberation of the matter or determination of what, if any, subsequent steps may be necessary. If the reported conduct raises financial conflict of issues concerns, the Board shall follow the Operating Procedures (Exhibit 1) implementing its Conflict of Interest Policy Statement. (Adopted 11.22.16)
Original adoption 3.22.11; rev 04.26.11; 9.27.11; Page 4 of 4 03.25.14; rev. 04.22.14; rev. 09.23.14; rev. 03.24.15; rev. 07.28.15; rev. 08.11.15; Event Approval rev. 2/9/16; Ex 3 rev. 4.26.16; rev. 11.22.16; rev. 3.28.17