p

JUN 4'64 AM
STATE OP CALIFORNIA
OFFICE OF THE ATTORNEY

GENERAL

REGISTRY OF CHARITABLE TRUSTS

ROOM 3 0 6 . 9 2 3

12TH STREET

SACRAMENTO 1 4 . CALIFORNIA

REGISTRATION OF CHARITABLE TRUST

TW.

1. N a m e of

May 26. 1961

Charitable Trust
or

Charitable Corporation

Carmel Art Association

; Address of headquarters:

Box

2271,

Carmel, California

2. Charitable Trust under:

. A..Estate of
Will probated County of

Probate N o .

Last account rendered on

B. Inter vivos trust of
Date of instrument
C. Charitable Corporation or corporation formed for the administration of a Charitable Trust
N a m e of corporation:

Address:

Names and addresses of trustees or directors and officers of corporation:

.P,res.
V".Pres.
Treas.
Secy.

Mrs. Douglas MacGregor'

Eugene Baker
Leslie Emery
Sophie Harpe

Carmel, California
Carmel Valley, California
Carmel,, California
Carmel, California

4. Attached hereto are the following documents:

Articles of Incorporation and By-Laws

ACCOUNTING PERIOD
CALENDAR YR. Yes
FISCAL YR.
ENDING MON. DAY.

5. Description and value of Trust assets:

6. Purpose of the Trust:

7. N a m e and address of recipients of benefits under the Charitable Trust:

Registration No. CT~

rtffifi

Date of Registration.
For use of the Registrar's office only
Addrni

'

SEE OTHER SIDE FOR INSTRUCTIONS

J
INSTRUCTIONS FOR PREPARING AND FILING
REGISTRATION FORM OF CHARITABLE TRUST
WHO MUST FILE
Pursuant to Sec. 12581 of the Gov. Code and Sec. 300 of the Calif. A d m . Code, Title 11, all Trustees
holding property for charitable purposes in the State of California must register with the Registrar
of Charitable Trusts except those parties exempt by Sec. 12583 of the Government Code.

WHEN TO FILE
Pursuant to Sec. 12585 of the Gov. Code and Sec. 300, Calif. A d m . Code, Title 11, every Trustee
subject to the Uniform Supervision of Trustees for Charitable Purposes A c t shall file with the
Attorney General' within six months after any part of the income or principal is authorized or
required to be applied to charitable purposes.

NAMES A N D ADDRESSES OF TRUSTEES OR CORPORATE OFFICERS (Item 3)

In the case of a testamentary or inter vivos trust, please submit the names and addresses of all individual and corporate trustees.
In the case of a Charitable Corporation or corporation created for the administration of a Charitable
Trust, please submit names, titles, and addresses of all corporate directors and officers.

DOCUMENTS REQUIRED TO BE ATTACHED (Item 4)

Testamentary Trust: A certified copy of Will and Decree of Distribution
Inter Vivos Trust: A certified copy of instrument creating Trust
Corporate Trust: A certified copy of the Articles of Incorporation and amendments
thereof and By-Laws.

FINANCIAL STATEMENT (Item 5)

Please present a detailed description of all assets and liabilities, including cash on hand and in banks,
name and number of investment securities at cost or book value, personal and real property, etc.
Attach separate sheets when necessary, to supply all information.

EXECUTION OF REGISTRATION FORM

Where there is a single trustee, the form is to be executed by that individual.
W h e r e there is a group of individuals or corporation holding as trustees, any one of the trustees may
execute the form. In .the case of a charitable corporation the form should be executed by an authorized officer. ' ' ' - .*

WHERE TO FILE
Please forward ( 1 ) copy of completed form to the Registrar of Charitable Trusts, R o o m 306, 923
12th Street, Sacramento.
If additional information is required, please refer to the Uniform Supervision of Trustees for
Charitable Purposes A c t (Sees. 12580-12595, Gov. Code) and the Administrative Rules and Regulations pursuant to the aforesaid Act (Sees. 300-310, Title 11, Calif. A d m . C o d e ) .

J U S - 6 2 4 (REV. 3.01)

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FOR iHColypcAX:c|rci AH
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CQaPOfcAlIOI.

3DAN
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tha undarsignod

AgiSOCIAjpiOIif, in, unincorporated association, haT this day

tolaatariiy aiid.purauahitQ the authorisation duly Bade and

zft <3oI

g i n heratoforej to inco*por*te the said &ARMBI, AR ASSOCIATION^

10
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associated, ourselves together for the*purpose. of incorporating

milndarjpovattil association tmdir Titla-XII, Articla I of

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the "General Monprofit aferporation Lav* of the 8 a t gf

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Gfeiifornia,

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And we? heriby eartlfy:

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- Aetlel*

ie

AH^'ASSOCIATION

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ArWblr II

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, ihafc, tha^name. of the corporation shall be GARUSL

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, Ihafc the^ jrarposac. for w h i a h s a i d corporation i s forked

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a r o a a follow*

si.

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1 . Ib maintain a parmantat^ AB1!1 OAJLLK^X ethd aqoh

as may be deemed necessary and

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' Arty- iuak . to;

- 8i,'Tbj'advance.' the,,'knowledge of and interest. la

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and tha public, a t 1

bttfeii'the

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every a ^ j ^ p r ^ a t a ^ n a f n i
tadld,

l-oo^

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ih fe#'aimpl or otherwise any personal

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thf' w i s ixA, p u t p o m .-of-tfef.

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jbaUfpra'

bet^e^n tha'a^tistij ahd'tp oreate'a' spirit of^;oo-eperation

pteohifa,

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^pr'ojp'er'cto :that; alal.'

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corporat on,

qaAfet

atidto s e l l / ! * ,

dis- "

pos:' of the same at- the pleasure; of the; corporation, and for
and. purposes

ihidtt s*UL 4(8rpowrtii. i s f o r m a , l t d

to buy and ;aell reel aat/ar v w a p n ^ l property and to apply the

proceeds of tiiixsale* Including any and a l l income, to the
uses and purpose* o f the ocp**&4on
. ; , 4 . Ihla corporation i a o n e w h i c b . does not contemplate
ptttvtQlary
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fain

or profit;- to ttoe.mtsrt>? thereof*

"

Article I I I
.

That- tha County in the. State of California. where t h

principal office for the fcransaotion of the business at

this

corporation is to be located i s Monterey (Bounty.

Article I V
'Xhat. the namea and addresses of the persona who a r e '
to a o t i n the capacity of director* until the selection of
their successors ere,
HA1&

ADDRH3S

jbhn O'Shaa-.

. W l l l a m .lltao^St

'

Carmel Highlands
, CaraBl. gtgMmwas

CherltonrFprtune--10C>6 Roosevelt p Monterey

Armiri Ifenaen

854 B1 Dorado,

"

Arthur Hill; Gilberfc-Btoana ilsfca,

"

Burton E^undy-^-1804 liunras,

"

lroii Oliver.--508 Pierce>

"

Barnet J>i. Segql

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Hdra Hlchols Orablll

M d i llu^eil;iib.

Carmel,

Citttwl
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' Bbmear; ^vJLifceoa. v .

George Seidehsclij
Jb Mora
i

Dougherty

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Gtanael HHgMaia^

California
a.

W^p-TEN CONSENT OF MEMBERS T O AMEflSMENT T O

A R T I C L E S O F I N C O R P O R A T I O N O F T H E C A R M E L A R T ASSOCIATION

W H E R E A S , the Board of Directors of the Carmel Art Association,

a California Corporation, at a regular meeting duly held at the Carmel Art
Gallery, Carmel, California, on June 14, 1961, duly adopted and approved
the following resolution amending the Articles of Incorporation of the corpor
ation:
R E S O L V E D , that the Articles of Incorporation of the
Carmel Art Association shail be amended by adding Article
v n i , to read as follows:
Article VIII
Upon dissolution of this corporation for any cause,
ti e assets, if any, after payment of all liabilities, shall in
no event be distributee to the memtrs. Said assets shall
be plai_?d in a trust to continue the purposes for which this
carporatli.r' was forme-l, to wit
1. To maintain a ptrir.anent art gallery and such other
structures and premises
may be deemed necessary and
proper to that end.
2. TG advance the knowledge of and Interest in art, and
to create a spirit of cooperation ana fellowship among the
artiste, and to create a spirit of cooperation and fellowship
between the artists and the public at large by every appro*
priate means.
The trustee shall be the City of Carmai-by-the-Sea
and shall be vested with such powers as the law then provides with respect to charitable trusts.

N O V , T H E R E F O R E , each of the undersigned active members entitled to vote does hereby adopt, approve, and consent to the foregoing amendment of articles and has hereunto signed his name and, following his name,
written this date of signing.

NAME

OATT

C Chapel JJuloon

Pebble Beach

California

Ferdinand Burgdorff
George Koteh-Robles Del Rlo,Ctoael Galley

Bhe nvuaber of persona aaed above shall constitute;

the number of directors of the corporation, until changed by

of directors aa may be desired

Article ?

That the authorized number and qualifications of

members of this corporation, the different classes of membur-

ship, if any, the property, voting and othsr rights and

privileges of each class of membership, and the liability of

each or all classes to dues and/or assessments, and the method '
of collection thereof shall be set forth in the by-laws of
this corporation; and there; shall be issued to each member a

certificate of membership which aha11 be assignable and

j
i
I

transferable as provided in the by-laws of this corporation.

Article

TO

That the name of the existing unincorporated assocla- 1

tlos, which-is being incorporated is CARMEL ARB ASSOCIATION.
Article H I

That the by-laws of this 6orporation shall be adopted

by the directors named in the articles of incorporation and
m&y thereafter be amended or repealed by aay means provided
in the by-laws.

IN WITNESS WHEREOF, the President, Secretary and

treasurer of CARMEL. ART' ASSOCIATION, an unincorporated
association,have hereunto set theit
January, 1934

1
2

STAUK OP CALIFORNIA-

COUNTY OF UOHTEHEY

*f

)ss

Cta thi^_8L,day of January, 1934, before me,

- ^

the County of Monterey, residing therein, duly commissioned

/<cr/rb-z---

a Notary Public in and for

and sworn, personally appeared

Mora Nlchnln nrahfl.l

jinHtn niftf.^

and

.and

Bnma. Ji.

. 9

known to me to be the persons (president, secretary and feres-

10

vror,

11

association) whose names are subscribed to the foregoing

12

instrument, and they duly acknowledged to m> that they

13

executed the same.

14

'

15

respectively of Cfcrmel Art Association, an unincorporated

WITNESS my hand and official seal tlm-day and year

y

in this certificate first above written.

16
17

(SEAL}
v
'

Rotary Public in and for

of Monterey, State of California..

18
19
20

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23
24

)SS.
C0DN15Y OF MONTEREY
Tnhni nffliOT

21
22

STATE OF CALIFORNIA

and Nor*, fliaho;!* qrpMJJ

and.. .Baraftfe- ^ . . S a R B l

./being each duljr sworn deposes

and says;that the Carmel Art Association, an unincorporated

1

j
j

association, has duly authorized its incorporation,, a m that- j

25

they as said association's rxesideat, secretary and treasurer,;.

26

respectively, have executed the Artioles of Incorporation,

27

foregoing, -by authority of auch aaid association.

2 8

29

! : . ^ ^ S f i r a n d
f o r C
31' >
: ' ' 1 ; Cbpnty i f Monterey, State of
!
^-California;.

I. r

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CEBTIFICATS OP AMBHUHKST
OP ARTICLES 0 ? INC0BP0HATI05 OF
CAEMKL ART ASSOCIATIOH

FILED

OHlc Of llw- iMNiBy .< State

> 8lt of CI Komi*
JUL 2 7 (961
j f j k lin /
^ J j ^ f t

The undersigned Charleg/ThoBas a n d Sdith J i D l n k i a

certify that they now are and at all tinea herein mentioned
hare been the duly elected and acting President and Assistant
Secretary of the C a m e l Art Association, a California corporation and that:
1.

At a regular,meeting of the board of directors

of the corporation duly held at the C a m e l Art Galleyy on

Jane Ik-, 1961* at the hour of 7 : 3 0 P . M . , the following reao*>
n
lotion was duly adopted:
RESORTEDj that the Articles of Incorporation
of the C a m e l Art Association shall be amended
by adding Article f l l l j t o read as follows:

Article fill.
Upon dissclotion of this corporation for any
causei the assetsj i f any; tfter payment of all
l i a b i l i t i e s , shall in no event be distributed to
the jpeabfers; Said- ass'ft*' shall be placed in i
t-^usts to continme the purposes for which this
febr^oration was f m e d $ to wit?
,,

Is. To Maintain a. prtraanent *irt gallery and

JstiSh othar ^rtictq^Sytoii
i s sy b & /
deeisfed necessary and projwr to that end.
/
. "
im To adriince the Icnawleig* of end interest
in art and to create a spirit of cooparStion and
fellowship among the artieta* and to create a
. spirit o f cooperation and fellowship between the
artists and. tne: public at l i r g e by every appro":
- pr^ate aeaiis^
. The trttst'es shall Ike. the City of Carmel-by^the-$ea A n d e h a l l be vested with, such powers- as
thi law then provides with reapect to charitable
' trusts.
2.

The aotafeer of members consenting i n writing to

such anendment i s 113 and annexed hereto and bare incorporated

by t h i s reference i s a copy of the written consent executed

by the holders of said membership.

3.

of

Under Section $ ot Article VII of the By-Laws

the Caraiel Art Association which reads as follows:

"The

presence in person of twenty-five active members will constitute a quorum for the transaction of

business".

Accordingly,

the number of members consenting in writing to the amendment

to the articles, 113, is more than two-thirds of a quoruir of
the members and constitutes a majority of the voting power of
the corporation since the total number of members of the
corporation entitled TO vote on or consent to the adoption of
such amendment is 173.
DATED:

July 19,

1961.

Association
STATE OF CALIFORNIA
COUNTY OF M0HTBR5T
CHARL3S THOMAS and EDITH J . PIttfKIH, being first duly
sworn, each for hiaself deposes and says:
read

That he-and she have

foregoing Certificate of Amendment of Articles of

Incorporation of Csrmel Art Association, and that the same i s

true of his or her own knowl

Subscribed and sworn to before mc

PATRICIA LAWK, Botary Public for

Said County and State.
My Commission
expires August d , 1961.
2-

CARMEL
ART
ASSOCIATION

Section 3. Any agent, curator or employee.of

the corporation shall attend the meetings of the
Board of Directors only at the w i l l of the members thereof.
ARTICLE XI.

AMENDMENTS

Section 1. New By-Laws may be adopted or

these By-Laws amended or repealed only by the
vote of active members entitled to exercise a
majority of the voting power of the corporation
or by the written assent-of such members.

By-Laws
of the

CARMEL ART
ASSOCIATION

These

revised

By-Laws

were adopted by

resolution

at the Active Members meeting

July 8, 1948
Amended
January 11, 1954
Incorporated as a non-profit corporation
February 5, 1934

15

BY-LAWS FOR THE REGULATION

OF
CARMEL ART ASSOCIATION
ARTICLE I. NAME
The name of this corporation is "CARMEL ART
ASSOCIATION."
. ARTICLE II. PURPOSE
Section 1. The purpose of this corporation
shall be to maintain a permanent art gallery
within the City of Carmel-by-the-Sea.
Section 2. To advance the knowledge of and
interest in art, and to create a spirit of cooperation and fellowship between artists, and between
the artists and the public at large.
ARTICLE III. OFFICES
Section 1. The principal office for the transaction of the business of this corporation shall be
located in the City of Carmel-by-the-Sea, California,. _ The Board of Directors is hereby granted
full power and authority to change the location
of the principal office from time to time.
ARTICLE IV. CORPORATE SEAL
This corporation shall have a corporate seal
which shall be a circular impression inscribed
I

the. order, dignity, business or harmony, or impairs the good name or prosperity of the Association, or which is likely, in its opinion, to endanger the welfare, interest or character of the association, or for any conduct in violation of these
by-laws or of the rules and regulations, of the
Associaiton, which may be made from time to
time. Such action by the Board of Directors may
be taken at any meeting of such Board upon the
initiative of any member, or members of such
Board. The.proceedings of the Board of Directors
in such matters shall be final and conclusive.
ARTICLE X.

MISCELLANEOUS

Section 1. All_ checks, drafts, or other orders

for payment of money or other evidences of indebtedness issued in the name of or payable to
the corporation shall be signed or endorsed by
such person or persons and in such manner as
from time to time shall be determined by resolution of the Board of Directors.
Section 2. The Board of Directors, except as in
the by-laws otherwise provided, may authorize
any officer or officers, agent or agents to enter
into any contract or execute any instrument in the
name of and on behalf of the corporation, and
such authority may be general or confined to
specific instances, and unless so authorized by
the Board of Directors, no officer, agent or employee shall have any power or authority to bind
the corporation by any contract or engagement
or to pledge its credit to render it liable for any
purpos.e or to any amount.
14

same manner as for the annual meeting.

Section 7. At all meetings of members, every
member entitled to vote shall have the right to
vote in person only. Such vote may be viva voce
or by ballot.
Section 8. The presence in person of twentyfive active members shall constitute a quorum for
the transaction of business. The members present at a duly called or held meeting at which a
quorum is present may continue to do business
until adjournment, notwithstanding the withd r a w a l of enough members to leave less than a
quorum.
ARTICLE VIII. CERTIFICATE OF MEMBERSHIP
Certificate of membership, if issued, shall be
of such form and device as the Board of Directors
may elect, and each certificate shall be signed by
the president and countersigned by the secretary,
and express on its face its number, date of issuance and the person to whom it is issued, and
whether active, associate, etc., and shall bear-the
corporate seal of the Association, and shall contain a statement, printed in clear type, that the
corporation is not one for profit.
ARTICLE IX. SUSPENSION AND EXPULSION
OF MEMBERS
The Board of Directors shall have summary
power by vote of a majority of its members, to
suspend or terminate the membership of any
member for conduct which ire its opinion disturbs
2 12

thereon with the name of the corporation, the

date of its incorporation and the words "County
of Monterey, State of California."
ARTICLE V. BOARD OF DIRECTORS
Section 1. The Board of Directors, subject to
the limitation of the Articles of Incorporation, of
the By-Laws and of Division I, Part IV, Title 12,
Article I, of the Civil Code of the State of California, shall have the management and control
of the business of the corporation and, without
prejudice to such general powers but subject to
the same limitation, it is hereby expressly declared that the directors shall have the following
powers, to-wit:
(a) To select and remove all the other officers,
agents and employees of the corporation, prescribe such powers and duties for them as may
not be inconsistent w i t h law, w i t h the Articles
of Incorporation or the By-Laws and fix their
compensation.
(b) To conduct, manage and control the affairs
and business of the corporation and to make
such rules and regulations therefore not inconsistent with law, w i t h the Articles of Incorporation
or the By-Laws as they, may deem best.
(c) To borrow money and incur indebtedness
for the purposes of the corporation and cause to
be executed and delivered therefor in the corporate name promissory notes, bonds, debentures,

deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities
therefor.
(d) To a p p o i n t , committees including a policy
committee consisting of five members of the
Board of Directors. The duty of this committee
w i l l be to study and recommend to the Board of
Directors the policies under which the Gallery
shall be operated including the management and
control thereof and the direction of the curator
in his conduct of the affairs of the Association.
(e) To perform a n d transact all other business
and acts which this corporation by the laws of
this state is permitted to transact.
Section 2. The authorized number of directors
of this corporation shall be fifteen until changed
by amendment of the Articles of Incorporation by
a b y - l a w a m e n d i n g this Section 2 of Article V of
these By-Laws duly a d o p t e d by the vote or w r i t ten assent of the members entitled to exercise a
majority of the voting power of the corporation.
Section 3. The directors shall be elected at
each annual meeting of members. If such annual
meeting is not held or the directors are not elected thereat, the directors m a y be elected at any
special meeting of members held for that, purpose. Directors of this corporation shall be elected' for terms of two years; provided,
however,
that at the first election of directors f o l l o w i n g the
date of the a d o p t i o n of these By-Laws, the eight
3

corporation or at such other, place as shall be

designated by the Board of Directors of this corporation. A l l other meetings of members shall
be held either at the principal office or any place
w i t h i n or w i t h o u t the state of California w h i c h
may be designated by the Board of Directors.
(b) .The annual meeting of the members of the
Association shall be held on the second M o n d a y
of August 1948 at the hour of 7:30 o'clock P.M.
and starting w i t h 1949 the annual meeting shall
be held on the second M o n d a y of January at the
hour of 7:30 P.M.: provided, h o w e v e r , that
should said d a y fall on a legal holiday, then any
such annual meeting of members shall be held
at the same time and place the next d a y thereafter ensuing which is not a legal holiday. Written notice of each annual meeting shall be given
to each active member of record a p p e a r i n g on
the books of the corporation either personally or
by mail or other means of written communication, charges prepaid, at his address a p p e a r i n g
on the books of the corporation at least seven
17) days prior to such meeting, a n d said notice
shall specify the place, d a y a n d hour of such
meeting.
Section 6. Special., meetings of the members
for any purpose whatsoever may be called at
any time by the Board of Directors, the president
or by the secretary w h e n he shall receive a w r i t ten request therefor signed by t w e n t y - f i v e (25)
of the active members of the Association. Notice
of such special meetings shall be given in the
12

(d) Sustaining members of the association

shall consist of those persons w h o annually contribute $25.00 to the Association.
(e) Life members of the Association are all
persons w h o contribute $250.00 or more, but less
than $500.00, to the Association.
(f) Patron members of the Association are all
persons w h o contribute $500.00 or more to the
Association.
(g) Honorary members shall be all persons
w h o the Association may wish to honor either by
reason of some special act of generosity t o w a r d
the Association or by reason of their position in
any of the various fields of professional endeavor. Any member w h o may be elected to honorary membership in the Association shall not
thereafter be required to pay annual dues.
Section 3. Except as otherwise provided by
these By-Laws, only active members shall have
the right to vote at membership meetings and to
hold office in the Association, and each such
member shall have one vote. All members, regardless of class, shall belong to the Associated
Friends of the Carmel Art Association and as such
shall be entitled to attend the annual meeting
of the members of the association.
Section 4. No member of this corporation shall
be assessable for any purpose.
Section 5. (a) The annual meeting of the members shall be held at the principal office of the
4 12

directors receiving the highest vote shall be elected for a term of t w o years and the remaining
seven directors shall be elected for a period of
one year and until their successors are elected.
Nominations for the Board of Directors shall be
made from the floor) and the name of only one
candidate shall be placed in nomination at one
time. Only those w h o have been active members for at least one year and in good standing
shall be eligible to be nominated to the. Board
of Directors. A period of one year must elapse
before a retiring director shall be eligible for renomination.
Section 4. Vacancies in the Board of Directors
may be filled by a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected
shall hold office until his successor is elected at
an annual or special meeting of the members.
A vacancy or vacancies in the Board of Directors
shall be deemed to exist in the case of the death,
resignation or removal of any director, if the authorized number of directors be increased, if the
members fail at any annual or special meeting of
directors at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that meeting. In the
event that any director fails to attend three successive meetings of the Board of Directors without previously having filed with the Secretary a
notice of his inability to attend and giving suf-

ficient reasons therefor, the Board of Directors,

at its next meeting, shall declare that a vacancy
exists on the Board of Directors and appoint a
new director from the membership.

the Board of Directors or the by-laws.

Section 5. Regular meetings of the Board of

Directors shall be held at any place within the
County of Monterey which has been designated
from time to time by resolution of the Board or
by written consent of all members of the Board.
In the absence of such designation, regular meetings shall be held in the principal office of the
corporation. Special meetings of the Board may
be held either at a place so designated or at the
principal office.

Section 1. The incorporators hereof and any

other person elec.ed to membership shall constitute the members of this corporation.

Section 6. Immediately following each annual

meeting of members, the Board of Directors shall
hold a regular meeting for the purpose of o r g a n i :
zation, election of officers and the transaction of
other business. Notice of such meeting is hereby
dispensed with.
Section 7. Other regular meetings of the Board
of Directors shall be held at such time and place
as shall be designated by the Board of Directors
by resolution of the Board of Directors at the
previous meeting.
Section 8. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the president, or, if he is absent or unable or refuses to act, by the vicepresident or by any three directors. Notice of the
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ARTICLE VII. MEMBERS AND MEMBERSHIP

MEETINGS

Section 2. Artists and laymen, alike, are eligible for membership. There shall be seven classes
of membership in the association, namely- active, associate, endowment, sustaining, life, patron and honorary.
(a) Active members of the Association shall be
selected from persons engaged in the Fine Arts
of Painting, Sculpture and Gravure. The basis
for admission to active membership in the Association shall be creative ability in these Arts and
residence for at least six months within a radius
of 35 miles of the Association Galleries. No discrimination shall be made on the basis of age,
sex, race, color or creed.
All active members shall pay annual dues in
amounts as may be determined by the Board of
Directors from time to time.
(b) Associate members of the Association shall
consist of those persons w h o annually contribute
$5.00 to the Association.
(c) Endowment members of the Association
shall consist of those persons w h o bequeath the
Carmel Art Association $1000.00 or more.
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may be prescribed for them respectively by the

Board of Directors or the by-laws.
Section 8. The secretary shall keep or cause to
be kept a book of minutes at the principal office
or such other place as the Board of Directors may
order of all meetings of directors and members.
The secretary shall give or cause to be given notice of all meetings of the members and of the
Board of Directors required by the by-laws or by
law to be given, and shall keep the seal of the
corporation in safe custody and shall have such
other powers and perform such other duties as
may be prescribed by the Board of Directors or
the by-laws.
Section 9. The treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and
business transactions of the corporation including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The book of account shall at all times be open to inspection of
any director. The treasurer shall deposit all moneys and other valuables in the name and to the
credit of the corporation with such depositories as
may be designated by the Board of Directors.
He shall disburse the-funds of the corporation as
may be ordered by the Board of Directors and
shall render to the directors whenever they request it an account of all his transactions as treasurer and of the financial condition of the corporation and shall have such other powers and perform such other duties as may be prescribed by
6

time and place of such meetings shall be delivered personally to the directors, or sent to each
director by mail or prepaid telegram. Such notice
shall be deposited in the United States mail or
delivered to the telegraph company in the place
in which the principal office of the corporation
is located at least thirty-six (36) hours prior to
the time of the holding of the meeting.
Section 9. Emergency Meetings. The transactions of any meeting of the Board of Directors
v however called and noticed or wherever held
shall be as valid as though had at a meeting duly held after regular call and notice if a quorum
be present and if either before or' after the meeting each of the directors not present signed a
written waiver of notice or a consent to the holding of such a meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the records or made
a part of the minutes of the meeting.
Section 10. Seven (7) members of the Board of
Directors shall constitute a quorum for the transaction of business.
Section 11. Directors shalj receive no compensation for their services as directors.
ARTICLE VI. OFFICERS
Section 1. The officers of this corporation shall
consist of a president, one or more vice-presidents, a secretary, a treasurer and such other of12

iicers as the Board of Directors may provide for.

Officers other than the president and vice-president need not be directors. One person may hold
t w o or more offices except those of president and
secretary.
Section 2. The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by
the Board of Directors and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serVe or his successor
shall be duly elected and qualified.
Section 3. The Board of Directors may appoint
such other officers as the business of this corporation may require, each of w h o m shall hold office for such period, have such authority and
perform such duties as are prescribed in the ByLaws or by the Board of Directors.
Section 4. Any officer may be removed by a
two-thirds vote of the directors at the time in
office at any regular or special meeting of the
board or, except in case of an officer chosen by
the Board of Directors, by any officer upon w h o m
such power of removal may be conferred by the
Board of Directors. Any officer-may resign at any
time by giving written notice to the Board of Directors, or to the president or to the secretary of
the corporation. Any such resignation shall take
effect at the date of the next meeting of the
Board of Directors.
7

Section 5. A vacancy in .any office because of

the death, resignation, removal, disqualification
or any other cause shall be filled in the manner
prescribed in the by-laws for regular appointment to such office.
Section 6. The president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the
business and officers of the corporation. He
should preside at all meetings of the members
and all meetings of the Board of Directors. He
shall be ex officio a member of all standing co/nmittees including the executive committee, if any,
and shall have the general powers of duty and
management usually vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the
B o a r d of Directors
or the by-laws. No person
shall hold the office of president for more than
t w o successive terms.
Section 7. In the absence or disability of the
president, the vice-presidents in order of their
rank as fixed by the Board of Directors or, if not
ranked, the vice-president or any other director
designated by the Board of Directors shall perform all the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon the president. The
vice-presidents shall have such other powers and
perform such other duties as from time to time
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