Article I

Name and Office

Section 1. Name

The name of the Corporation shall be the Northwoods Friends of the Arts.

Section 2. Principal Office

The principal office of the Corporation is located in St. Louis County, State of Minnesota. The address is P.O. Box 44, Cook, MN 55723.

Section 3. Name and Address Change

The Corporation may, by a majority vote of the Membership body, change its name and, or, the designation of the address of the Corporation’s principal office by amendment.


Article II

Non-Profit Purposes

Section 1. United States Internal Revenue Code Section 501(c)3 Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) 3 of the Internal Revenue Code.

Section 2. Purposes and Specific Objectives

The specific objectives and purposes of this Corporation shall be for the charitable, artistic, educational, literary, cultural, visual, tactile, historic, and performing arts, and specifically providing said experiences for children, adolescents, young adults, adults and elders of greater northeastern Minnesota.

Section 3. Mission

The mission of Northwoods Friends of the Arts is to inspire, nurture, and celebrate the arts in our region.

Section 4. Vision

The Northwoods Friends of the Arts envisions providing an inclusive environment, which encourages and facilitates a flourishing Arts community across cultures, generations and disciplines, while contributing to the economic growth and quality of life in our region.


Article III


 Section 1. Qualifications and Class of Members

Membership in this organization shall be open to all dues-paying individuals. Annual dues are renewable on June 1.

Section 2. Limit, Compensation and Liability

There is no limit to the number of members the Corporation may admit. The membership list containing the name and address of each Member shall be maintained in a secure database. As funds allow and with Board approval, Members shall be allowed reasonable reimbursement of pre-approved expenses incurred in the performance of their duties. A Member of this Corporation is not personally liable for the debts, liabilities, or obligations of the Corporation.


Article IV

Governing Body

Section 1. Number and Qualifications

The initial Corporation shall have four (4) Officers consisting of a President, a Vice-President, a Secretary and a Treasurer, together known as the Executive Team. The Corporation may also have other such Officers with such titles (Vice-, Assistant-) as may be determined by the Board of Directors. The Officers shall be residents of Minnesota.

Section 2. Powers and Duties

The Board of Directors (See Article V, Section 1.) shall have the control and management of the affairs and business of this Corporation.

Section 3. Term of Office and Compensation

The officers shall hold office for a period of two (2) years, but are eligible for re-election. Officers are volunteers and shall serve without compensation.

Section 4. Board Elections

Nominations and the election of new Officers or election of current Officers to an additional term will occur as the first item of business at the annual meeting of the Corporation.


Article V

Creative Teams (committees)

Section 1. Creative Teams and Compensation

The Executive Team may create volunteer committees, which this organization calls “Creative Teams,” permanent or otherwise, as needed, and the Executive Team shall appoint all Creative Team Chairs to be known as Directors.

Pre-approved expenses from corporate funds will be reimbursed within a reasonable time following a member’s submission of detailed receipts.

Section 2. Executive Team

The Officers shall serve as the Executive Team, charged with leadership of the Board of Directors and the management of the business and affairs of the Corporation.


Article VI


Section 1. Schedule

Business meetings, special meetings, and the Annual meeting of the Northwoods Friends of the Arts shall be held on the date, time and location as determined by the Board of Directors. The Secretary shall notify the members of such meetings.

Section 2. Notice and Location

The Secretary shall notify every Member posting and by publishing notices not less than seven (7) nor more than thirty (30) days before the date of the meetings. The Executive Team shall designate the location of the meetings.

Section 3. Meeting Policies

A quorum shall consist of one third of the total number of Directors, and  a simplified, commonsense form of Roberts Rules of Order shall govern the conduct of the meetings.

a. Meetings of the Board of Directors (Officers and Creative Team Leaders) will occur quarterly.

b. Creative Team Meetings and Meetings of the Whole will occur as needed.

c. Business of an urgent nature may be conducted by teleconference among members of the Executive Team.



Article VII


Section 1. Governing Body

The initial governing body of the Northwoods Friends of the Arts shall consist of a President, a Vice-President, a Secretary and a Treasurer.

Officers shall attend at least two of the four quarterly meetings.

This Executive Board shall approve the acceptance of all gifts, grants, devices, or bequests, and shall determine the activities, programs, or projects to be financed or administered by this organization.

a. Term

Each Officers (member of the Executive Board) shall serve for a two (2) year term.

b. Vacancies

In the event of a vacancy, the Board of Directors shall appoint a successor who shall fulfill the remainder of the term.

c. Removal

Any officer may be removed by the Board of Directorsfor just cause.

d. Quorum

At all meetings of the Board of Directors, one-third of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. All decisions of the Board of Directors shall be made by a majority of the directors.

e. Meetings by Telephone or Electronic Communications Equipment

The Board of Directors may conduct a meeting of the Board by means of teleconference.

Section 2. President

The President or Vice President shall be responsible for (1) preparing the agenda and presiding at all Executive and Directors meetings and meetings of the whole; (2) performing all duties incident to his/her office; (3) developing fundraising plans and preparing the budget; (4) act as one of three officers authorized to sign the checks, drafts, bonds, deeds or mortgages of the corporation.

Section 3. Vice President

The Vice President shall fulfill all the duties of the President in his or her absence and shall be one of three signatories authorized to sign checks, drafts, bonds, deeds, or mortgages of the corporation.

Section. 4. Secretary

The Secretary shall be responsible for (1) posting and publishing meeting announcements; (2) recording and archiving the minutes at all meetings; (3) supervising all correspondence of the Corporation and shall exercise all duties incident to the office of Secretary which may be assigned to him/her.

Section 5. Treasurer

The Treasurer shall be responsible for: (1) the care and custody of all monies belonging to the Corporation; (2) maintain a monthly written account of finances; (3) file all documents generated by this Corporation and any certification required by any federal or state statute as the official custodian of the organization’s financial accounts; (4) assist in the preparation of the budget and develop fundraising plans; (5) sign the checks, drafts, bonds, deeds or mortgages of the Corporation; (6) exercise all duties incident to the office of Treasurer which may be assigned to him/her; and (7) arrange for and cooperate in an annual audit of the corporation’s books.


Article VIII

Corporate Records and Reports

Section 1. Inspection Rights

Every Member, Director, Officer and the public shall have the right to inspect, and copy for a reasonable charge at any reasonable time: the books, records, properties, or archival minutesof the meetings. For reasons of privacy, the members list is a confidential document.


Article IX

Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end 


Article X


These Bylaws may be altered, amended or repealed or added to, and new Bylaws adopted, when necessary, by an affirmative vote of 51% by the Board of Directors. Proposed amendments must be submitted to the Secretary to be published with regular Board announcements.


Article XI Insurance

Indemnificiation of Directors

Section 1. The Corporation shall indemnify each person who is a Director.

Section 2. The Corporation may purchase and maintain insurance as it deems appropriate.


Article XII

Nondiscrimination Policy

Section 1. This Corporation shall conduct all of its activities without regard to sex, sexual orientation, race, religion, ethnicity, or national origin.


Article XIII


Section 1. At time of dissolution of Northwoods Friends of the Arts, any assets shall be distributed by the Board of Directors to another charitable purpose.


Signed by Board Members, adopted and ratified by the general membership at a meeting on November 6, 2011.

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Certain activities by NWFA are made possible in part by a grant provided by the Arrowhead Regional Arts Council (ARAC) and is funded, in part, by the Minnesota arts and cultural heritage fund as appropriated by the Minnesota State Legislature with money from the vote of the people of Minnesota on November 4, 2008.

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