About Us

ARTICLE I 

Offices

The principal office of Digital Art History Society (hereinafter called the “Corporation”) shall be located in the District of Columbia. The Corporation may also have offices outside the District of Columbia, as the Board of Directors may from time to time determine or the business or activities of the Corporation may require. 

ARTICLE II

Members

There shall be no voting members. 

ARTICLE III

Board of Directors

Section 1. Powers. The business and affairs of the Corporation shall be managed under the direction and subject to the oversight of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws. 

Section 2. Number and Term. The number of Directors that shall constitute the entire Board of Directors shall be at least three (3) and no more than seven (7), or such other number as may be determined from time to time by amendment of these Bylaws. The President shall serve as an ex officio voting member of the Board of Directors, and shall have the same rights and obligations as any other Director. No decrease in the number of directors shall have the effect of shortening the term of any incumbent Director. The Directors, with the exception of the President, who shall be appointed, shall be elected (each for a two-year term) by the affirmative vote of a majority of the then members of the Board of Directors at a meeting in advance of the annual meeting of the Board of Directors, except as provided in Section 3 hereof, and each Director elected shall hold office until his/her successor is elected and qualified or until his/her earlier resignation or removal. Directors need not be residents of the District of Columbia. 

Section 3. Vacancies. Any vacancy occurring on the Board of Directors (including a vacancy resulting from an increase in the authorized number of Directors) that the Board chooses to fill shall be filled by the affirmative vote of a majority of the then members of the Board of Directors. Any director elected or appointed under this Section 3 shall hold office for the unexpired term of his/her predecessor or until his/her successor is elected, qualified and takes office, or his/her earlier resignation or removal. 

Section 4. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held on such date and at such place as shall be determined by the Board of Directors and designated in the notice of the meeting. The Board of Directors may provide by resolution the date, time and place for the holding of regular meetings, other than the annual meeting of the Board of Directors, without other notice than the resolution. 

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or President upon five days’ notice to each Director unless notice is waived as provided in Section 6 below. Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person or persons calling the meeting. 

Section 6. Notice; Waiver of Notice. Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, by email (or other means of electronic communication), by recognized national or international courier service, addressed to the Director at his or her address or telephone number as it appears on the records of the Corporation and, unless otherwise provided in these Bylaws, at least ten (10) days before the date designated for such meeting; or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, or sent on a prepaid basis by recognized national or international courier service, or sent by e-mail (or other means of electronic communication). Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except for any proposed amendment to the Articles of Incorporation or Bylaws. A Director’s attendance at or participation in any meeting also shall waive any required notice to the Director of the meeting, unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transaction at the meeting and does not thereafter vote for or assent to action taken at the meeting. 

Section 7. Quorum and Vote at Meetings. At any meeting of the Board of Directors, a majority of the Directors then in office before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of all business except for appointment of the President, and for amendment of the Bylaws, both of which shall require a quorum of 2/3 of the entire Board. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, except for appointment of the President and for amendment of the Bylaws, both of which shall require a 2/3 vote; and if the concurrence of a greater proportion is required by statute for any other action. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. 

Section 8. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent (or consents) in writing, setting forth such action, are signed or sent by e-mail and delivered to the Corporation by each of the members of the Board of Directors, and such unanimous written consent/s is filed with the minutes of proceedings of the Board. Such consent/s shall have the same force and effect as a unanimous vote. 

Section 9. Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during such meeting. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 

Section 10. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Directors may be removed with cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes cast at such meeting. Failure of any Director to personally attend, in person or by telephone, three consecutive meetings of the Board of Directors shall constitute “cause” for purposes of this Section 10. 

Section 11. Compensation and Reimbursement. Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members. Directors and members of any committee of the Board of Directors shall be entitled, to the extent authorized by the Board of Directors, to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be. 

Section 12. Standard of Conduct for Directors. Directors when discharging the duties of a Director shall act in good faith, in a manner reasonably believed to be in the best interests of the Corporation. Directors, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. In discharging Board or committee duties, Directors shall disclose information to the Board or a committee that is material to the discharge of the Directors’ decision-making or oversight functions; provided, however, that disclosure is not required to the extent that the Director reasonably believes that disclosing would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule. Unless a Director has knowledge that makes reliance unwarranted, a Director when discharging the duties of a Director may rely on information, opinions, reports, or statements prepared or presented by officers, employees or volunteers of the Corporation whom the Director reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, legal counsel, public accountants or other persons retained by the Corporation as to matters that the Director reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence, or a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence. 

ARTICLE IV

Committees

Section 1. Committees. The Board of Directors may, by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, appoint from among its members one or more committees, composed of two (2) or more directors, for such purposes and with such powers as the Board of Directors may determine; provided, however that no committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Corporation, or to fill vacancies on the Board of Directors, to remove any members of the Board of Directors, or to authorize distributions. Committees may include non-Board members. The Chair of the Board shall name the Chair of all Committees, after consultation with the President. 

Section 2. Procedures. All committees shall follow such procedures as may be established, from time to time, by the Board of Directors. 

Section 3. Executive Committee. The Board shall appoint an Executive Committee, which shall be comprised of the Chair, Vice-Chair, President, Secretary, and Treasurer, and up to an additional two (2) Board members, or all (or some subset) of the Chairs of Board Committees. In between meetings of the Board, the Executive Committee shall have the powers and duties of the Board of Directors, except the election or removal of Directors, and amendment of the Articles of Incorporation or these Bylaws. 

Section 4. Board Governance and Nominating Committee. The Board Governance and Nominating Committee shall cultivate, maintain, and recognize Board members to ensure that the Corporation shall have sufficient leadership and diversity of skills and experience. The Board Governance and Nominating Committee shall recommend individuals for election or reelection at any meeting of the Board of Directors. The Board Governance and Nominating Committee may solicit from interested parties recommendations for individuals to serve on the Board of Directors. The Board Governance and Nominating Committee shall recommend to the Board individuals from among the Board members for election as officers of the Corporation. The Board Governance and Nominating Committee shall work with the Chair and the President on advising and aiding in Board management and committee structure and assignments. If a member of the Board Governance and Nominating Committee has been nominated for an officer position, that person will recuse himself/herself from the portion of the meeting he/she is being discussed. The chair of the Board Governance and Nominating Committee must be a Director of the Corporation. 

ARTICLE V

Officers

 

Section 1. Positions. The officers of the Corporation shall be a Chair of the Board of Directors, a Vice-Chair, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may appoint, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Any number of offices may be held by the same person; provided, however, that in no event shall the President and the Treasurer be the same person. The Chair, Vice-Chair, Secretary, and Treasurer shall be selected from among the directors. 

Section 2. Election and Term of Office. Each officer of the Corporation shall be elected annually by the Board of Directors and shall serve for two years, and thereafter until his/her successor shall have been chosen and qualified or until his/her death, resignation, or removal and in any event for no more than three consecutive terms. Election or appointment of an officer shall not itself create any contractual rights. 

Section 3. Resignation and Removal. Whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby, any officer may be removed from office by the affirmative vote of a majority of the Board of Directors. Such removal shall not prejudice the contractual rights, if any, of the person so removed. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary. Should a vacancy occur prior to election, the Board of Directors may appoint a successor to fill the unexpired term of said officer. 

Section 4. Chair. The Chair of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chair by the Board of Directors. In the absence of the Chair, the Vice-Chair of the Board of Directors shall preside at meetings. 

Section 5. President. The President shall be the Corporation’s chief executive officer, have responsibility for general and active management of the business of the Corporation and insure that all orders and resolutions of the Board of Directors are carried into effect. 

Section 6. Secretary. The Secretary shall maintain and authenticate the records of the Corporation that are required to be maintained by applicable laws, and shall record all the proceedings of the meetings of the Board of Directors, including the minutes of any Executive Session of the Board of Directors, in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. 

Section 7. Treasurer. The Treasurer shall have responsibility for oversight of the financial affairs of the Corporation, including the custody of the corporate funds and securities, and shall ensure that the Corporation keeps full and accurate accounts of receipts and disbursements in books belonging to the Corporation. 

Section 8. Standard of Conduct for Officers. Each officer of the Corporation shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the Corporation. Each officer shall inform his or her superior officer to whom the officer reports or the Board of Directors or a committee thereof of any information about the affairs of the Corporation known to the officer and within the scope of the officer’s functions, and known to the officer to be material to the superior officer, Board or committee thereof. Each officer shall inform his or her superior officer, or another appropriate person within the Corporation, or the Board or a committee thereof, of any actual or probable material violation of law involving the Corporation, and any material breach of duty to the Corporation by an officer, employee, or agent of the Corporation that the officer believes has occurred or is likely to occur. When discharging his or her duties an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements prepared or presented by officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, or legal counsel, public accountants or other persons retained by the Corporation as to matters that the officer reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence. 

ARTICLE VI

Indemnification, Liability Limitation and Insurance

Section 1. Indemnification. Unless expressly prohibited by law, to the fullest extent permitted by law the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or intestate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding. 

Section 2. Limitation of Liability for Volunteers and Employees. Provided the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, officers, directors and other persons who perform services for the Corporation and who do not receive compensation other than reimbursement of expenses for those services (“volunteers”) shall be immune from civil liability; except that the foregoing insurance requirements shall not be required if the Corporation is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the Corporation has annual total functional expenses (exclusive of grants and allocations) of less than $100,000. Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for officers, directors, volunteers and employees shall not apply when the injury or damage was a result of such person’s willful misconduct, crime (unless the officer, director, volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the officer, director, volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the Corporation pursuant to this applicable law or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains. 

Section 3. Insurance. Notwithstanding any other provision in these Bylaws, including this Article VI, the Corporation shall purchase insurance on behalf of any individual who is or was a director or officer of the Corporation, or who, while a director or officer of the Corporation, serves or served at the Corporation’s request as director, officer, partner, employee, or agent of another entity (including, but not limited to an employee benefit plan), against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the Corporation would otherwise have power to indemnify or advance expenses to the individual against the same liability under the District of Columbia Nonprofit Corporation Act of 2010 Act. 

ARTICLE VII

Conflict of Interest Transactions

In addition to any other policies as to conflict of interest transactions that the Corporation may, from time to time, adopt, the Corporation shall, at a minimum, adhere to the following procedures with respect to conflict of interest transactions: A contract or transaction between the Corporation and one or more of its Directors, members of a designated body, or officers or between the Corporation and any other entity in which one or more of its Directors, members of a designated body, or officers are Directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the Director, member of a designated body, or officer is present at or participates in the meeting of the Board of Directors that authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or (2) the contract or transaction is considered fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors. For purpose of this Article VIII, common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this Article. 

ARTICLE VIII

General Provisions

Section 1. Execution of Instruments. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 

Section 2. Seal. The Corporation may have a seal of such design as the Board of Directors may adopt. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required. 

Section 3. Fiscal Year. The Corporation’s fiscal year (FY) shall begin on January 1 and end on December 31 of each FY. 

Section 4. Director, Officer and Employee Representations. No Director, officer or employee of the Corporation (or any entity in which such person is in a position of authority such as an owner, officer or chief executive), is authorized to speak or take action on behalf of the Corporation without the prior specific authorization of the Chair of the Board of Directors (or his/her designee) or the President (or his/her designee). In addition, no such person(s) or entities are authorized to use the name or logo of the Corporation in conducting any non- Corporation business in any manner that suggests or reasonably may be interpreted to imply the approval by the Corporation without the prior specific authorization of the Chair of the Board of Directors (or his/her designee) or the President. 

Section 5. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Board of Directors, any committee when exercising any of the powers of the Board, and any meetings of other designated bodies of the Corporation. The Corporation’s books and records may be in written form (or any other form convertible within a reasonable time into written form) for visual inspection. The following items shall be kept at the principal office of the Corporation: (a) the original or a certified copy of the Articles of Incorporation, Bylaws, and committee charters, (b) a list of the names and business addresses of all current directors and officers and (c) the most recent biennial report delivered to the Mayor of the District of Columbia. All books and records of the Corporation may be inspected for any proper purpose at any reasonable time. 

Section 6. Non-Membership Corporation. The Corporation is a non-membership corporation; and the Board of Directors shall exercise the rights and powers of members as provided in applicable law. 

ARTICLE IX

Contest of Validity of Corporate Actions

In the event that any of the members of the Board of Directors, officers, or any other party or parties that are permitted by applicable law to be subject to this provision, seeks to contest or otherwise challenge the validity of any action taken by the Corporation or the Board of Directors, then to the fullest extent permitted by applicable law, such challenge shall be resolved as permitted by and in accordance with Section 20-401.22(c) of the District of Columbia Nonprofit Corporation Act of 2010 as follows: Such contest or other challenge of the validity of an action taken by the Corporation or the Board of Directors shall be submitted for final disposition to the Board of Directors who shall resolve such challenge by a majority vote of all of the then-existing members of the Board of Directors; and such disposition by the Board of Directors shall be final to the fullest extent permitted by applicable law. 

ARTICLE X

Amendments

These Bylaws, and as a non-membership corporation, the Articles of Incorporation of the Corporation, may be amended, repealed, restated or altered, in whole or in part, and new Bylaws or Articles of Incorporation, or amendments thereto, may be adopted, by vote of at least two-thirds of the members of the Board of Directors then in office. The text of any proposed amendment shall be included in the notice of the meeting at which the proposed amendment is to be considered, and the notice shall be at least fourteen (14) days in advance of the meeting, unless the waiver of notice provisions set forth in Article III, Section 6 above are followed.