BYLAWS AND RULES OF ORDER OF

MOUNTAIN ARTS NETWORK

A California Nonprofit Public Benefit Corporation

ARTICLE I. ORGANIZATION

ARTICLE II. OBJECT

ARTICLE III. MEMBERS

SECTION 1. Classes of Membership.

SECTION 2. Membership.

SECTION 3. Dues.

SECTION 4. Voting Powers.

SECTION 5. Service to MAN

SECTION 6. Grievances.

SECTION 7. Termination of Membership.

ARTICLE IV. BOARD OF DIRECTORS

SECTION 1. Officers and Duties

SECTION 2. Nomination of Directors and Time of Election

SECTION 3. Term of Office

SECTION 4. Vacancies

SECTION 5. Resignations

SECTION 6. Removal

SECTION 7. Replacement of Board Members

SECTION 8. Size of the Board

SECTION 9. Composition

SECTION 10. Board Positions

SECTION 11. Powers of the Board

SECTION 12. Conducting Business

SECTION 13. Quorum

SECTION 14. Fees and Compensation of Directors

SECTION 15. Expenditures

SECTION 16. Gifts and Bequests

SECTION 17. Conflict of Interest

SECTION 18. Appointed Board Members

SECTION 19. Removal of a Board Member

ARTICLE V. MEMBERSHIP MEETINGS

SECTION 1. Annual Membership Meeting

SECTION 2. Special Meetings

SECTION 3. Quorum

ARTICLE VI. COMMITTEES

SECTION 1. Standing Committees

SECTION 2. Special Committees

ARTICLE VII. Fiscal Year

SECTION 1. Fiscal Year of the Corporation

ARTICLE VIII. SALES OF ARTWORK

SECTION 1. Origin of Sales.

SECTION 2. Generated Sales.

SECTION 3. Commission Rates.

SECTION 4. Members Right to Sell.

ARTICLE IX. PARLIAMENTARY AUTHORITY

ARTICLE X. AMENDMENT OF BYLAWS

Bylaws of the Mountain Arts Network

Article I: Organization. The name of the corporation shall be The Mountain Arts Network, Inc. [hereinafter referred to as "MAN"]. The principle office for the transaction of MAN's business shall be at a location in San Bernardino County, California deemed appropriate by the Board of Directors.

Article II: Object. The object of MAN shall be: to foster appreciation of the arts in Crestline and the San Bernardino Mountain region and Southern California; to provide one or more public exhibition venues for its member artists and associated organizations; to sell the works of its members to the public; to educate the community by collaboration with schools and charitable organizations; and to enhance love and promotion of the arts generally.

Article III: Members.

Section 1. Classes of Membership. There shall be five classes of membership in MAN:

a. Individual Member: Any person significantly contributing to MAN and promoting interest in art, or artist who intends to exhibit their work in an MAN venue in exchange for service performed and who pays the required annual dues established by the Board of Directors.

b. Senior Member: Any person over 55 years of age significantly contributing to MAN and promoting interest in art, or artist who intends to exhibit their work in an MAN venue in exchange for service performed and who pays the required annual dues established by the Board of Directors.

c. Student Member: Any person currently enrolled in school significantly contributing to MAN and promoting interest in art, or artist who intends to exhibit their work in an MAN venue in exchange for service performed and who pays the required annual dues established by the Board of Directors.

d. Family Member: Any additional member of a household whom at least one member is already an Individual, Senior or Student Member and who pays the required annual dues established by the Board of Directors.

e. Business/Group Member: Any business or organization contributing to MAN an amount to be determined by the Board of Directors.

Section 2. Membership. Members shall be, upon payment of the annual dues declared a member of MAN.

Section 3. Dues. The annual dues shall be $30 for Individual Members, and $20 for Senior and Student Members, $10 for Family Members, and $65 for Business/Group Members payable at time of joining and renewable on or before the same date each year. The Membership Director, or other person designated by the Board of Directors, shall notify members who are one month or more in arrears, and those whose dues are not paid within thirty days shall be automatically dropped from membership in MAN.

Section 4. Voting Powers. No person may hold more than one membership. Membership shall be non-assignable and non-transferable. Persons who have met the terms of membership as described in Article III, Section 1 are entitled to a vote at regular or special membership meetings.

Section 5. Service to MAN. All Members (excluding Business/Group Members) agree to commit service time to MAN, excluding time supporting a member's own exhibition, unless serving as a Group Leader for that exhibition. This service time shall be at the discretion of the Board of Directors and coordinated by a person designated by the Board of Directors.

Section 6. Grievances. Any member has the right to address the Board of Directors with a grievance. Such a member shall contact an officer of MAN with the nature of the grievance. The Board of Directors shall take up the grievance no later than sixty days from that notification.

Section 7. Termination of Membership. Membership of any member shall cease upon expiration of membership, death, or resignation. The Board of Directors may suspend or expel any member for actions detrimental to the best interests of MAN, including failure to pay membership dues or failure to satisfy Service requirements.

Article IV: Board of Directors.

Section 1. Officers and Duties. The officers of MAN shall be a President, a Vice President, a Secretary/Treasurer, and up to eight more Directors. These officers shall perform the duties described by these Bylaws, by the parliamentary authority adopted by MAN, and by the Board of Directors. In any case, there shall not be fewer than 2 and no more than 11 Board Members.

Section 2. Nomination of Directors & Time of Election. At the regular membership meeting held in June, the Board of Directors shall nominate a new slate of Directors. Before the actual election, additional nominations from the floor shall be accepted.

Section 3. Term of Office The officers shall be elected by ballot by the Board of Directors to serve for a term of not more than three years or, in the event of a resignation, until their successors are chosen by the Board of Directors. No Director may serve more than two consecutive three year terms without a mandatory one year break.

Section 4. Vacancies A vacancy in the Board of Directors shall be deemed to exist on the occurrence of the following:

a. The death, resignation, or removal of a Director.

b. The declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of the court, or convicted of a felony, or has been found by final order or judgment of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Corporation Law.

c. In the event of a sudden vacancy, the President may appoint a Director to fulfill the duties of the vacant office until the following Board meeting. At that Board meeting, the Board may ratify the appointment by a majority vote, or may select a new candidate.

Section 5. Resignations Any Director may resign by giving written notice to the President or Vice President. The resignation shall not be effective until the meeting of the Board of Directors at which the resignation is voted upon.

Section 6. Removal Any Board member having three unexcused absences within a consecutive twelve month period may be removed from the Board by a majority vote at a regular or special Board meeting.

Section 7. Replacement of Board Members The Board of Directors, at its discretion, may replace any Director whose position has become vacant by reason of removal or resignation.

Section 8. Size of the Board The Board of Directors may change the size of the Board at its sole discretion, so long as the Board always has no fewer than two and no more than eleven voting members.

Section 9. Composition The officers of MAN, including the Directors, shall constitute the Board of Directors.

Section 10. Board Positions The Board of Directors shall determine positions of responsibility and assign members of the Board to fill those positions, in such a way that the objectives of MAN are best achieved.

Section 11. Powers of the Board The Board of Directors shall have general supervision of the affairs of MAN between its regular membership meetings, fix the hour and place of meetings, make recommendations to MAN, and perform other such duties as are specified in these Bylaws. The Board of Directors shall be subject to the orders of MAN, and none of its acts shall conflict with the action taken by MAN.

The Board may hire or contract with persons who are not members of MAN in order to pursue the objectives of MAN. Anyone hired as an employee or a contractor by the Board may be invited to attend Board meetings, but shall not have a vote.

Section 12. Conducting Business Unless otherwise ordered by the Board, regular meetings of the Board of Directors shall be held on the second Wednesday of each month. Special meetings of the Board may be called by the President or the Vice President, or any two Directors.

Section 13. Quorum Two voting members or1/5^thof the voting members of the Board of Directors whichever is greater, shall constitute a quorum.

Section 14. Fees & Compensation of Directors MAN Board members shall not receive monetary compensation for their participation on the Board. No Board member shall receive MAN grants or contracts, or directly profit or receive remuneration as a direct cause of an MAN grant, contract, or investment.

Section 15. Expenditures Board members are authorized to make necessary expenditures for recurring items related to the task(s) to which they are assigned. Any non-recurring item, or any item more than $500, must be approved by a majority vote of the Board.

Section 16. Gifts and Bequests On behalf of MAN, the Board of Directors shall receive all gifts and bequests made to the Corporation and administer them in accordance with the terms of such gift or bequest. Where no terms are specified, the Board may create such terms as they may determine for MAN. No member of the Board of Directors may accept any personal gift as a result of their service to MAN.

Section 17. Conflict of Interest Policy

a. Purpose -The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

b. Definitions

Interested Person -Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

i. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

ii. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

c. Procedures

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

i. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

iii. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy

i. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

e. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

i. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

ii. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

f. Compensation

i. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

ii. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

iii. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

g. Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

i. Has received a copy of the conflicts of interest policy,

ii. Has read and understands the policy,

iii. Has agreed to comply with the policy, and

iv. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

h. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

i. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

ii. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

i. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Section 18. Appointed Board Members Appointed Board Members must stand for election at the next General Meeting following their appointment.

Section 19. Removal of a Board Member By a two-thirds vote of all voting members of the Board, the Board may remove a Board Member for failure to perform the required duties. This may be accomplished through a resolution of impeachment, followed by establishment of an Investigating Committee, which shall carry out its work in accordance with Roberts Rules of Order, Newly Revised.

Article V. Membership Meetings

Section 1. Annual Membership Meeting. The Board of Directors shall hold a regular annual membership meeting in June, at a location and time specified by the Board of Directors, for the purpose of election of officers and the transaction of other business the Board shall deem necessary.

Section 2. Special Meetings. The Board of Directors, by majority vote, shall be authorized to call a special meeting of the membership at a time and place it designates. Notice of such meeting shall be provided to the membership in writing no less than thirty days in advance of the meeting.

Section 3. Quorum. Twenty percent of the members of MAN shall constitute a quorum.

Article VI. Committees.

Section 1. Standing Committees The Board of Directors shall create standing committees as it feels necessary in order to further the objectives of MAN. Standing Committees shall be led by a Board member, but may contain non-Board members.

Section 2. Special Committees The Board of Directors may create Special Committees in order to carry out its work. Such committees may be led by any MAN member in good standing, and may contain both Board and non-Board members.

ARTICLE VII. Fiscal Year

SECTION 1. Fiscal Year of the Corporation

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

Article VIII. Sales of Art Work

Section 1. Origin of Sales All sales generated at an MAN exhibition venue must either be through payments made to the Mountain Arts Network, MAN will charge appropriate sales taxes on the purchase, collect a commission for the sale, and remunerate the artist with the net proceeds from the sale, otherwise individual artists are responsible for obtaining a California Resale License, collecting and reporting sales tax to the State Board of Equalization if applicable and paying the set commission rate to MAN on the day of the sale.

Section 2. Generated Sales All sales generated as a result of exhibition at an MAN venue, and within thirty days of the last day of the exhibition, must be reported to MAN, and the artist is responsible to pay MAN the commission established by the Board.

Section 3. Commission Rates The Board of Directors is authorized to set the commission rate for each venue. In no case, however, shall the commission rate exceed 50% of the retail price.

Section 4. Members' Right to Sell. Active Members shall only be entitled to offer their works for sale at a MAN venue if they are in compliance with the terms of membership, and if necessary they have provided MAN with a Tax Identification number. The Board of Directors will take appropriate measures to ensure the safety and privacy of such information.

Article IX. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern MAN in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and the Rules of Order adopted by MAN.

The Rules of Order may be suspended by a two-thirds vote at any regular or special Board meeting, or by a two-thirds vote at any regular or special Membership Meeting.

Article X. Amendment of Bylaws These Bylaws may be amended at any regular or special Membership Meeting of MAN by a two-thirds vote, provided that the amendment has been submitted in writing and distributed by means approved by the Board of Directors to the membership no less than thirty days before the date of the meeting.

Rules of Order of the Mountain Arts Network

General Note: Rules of Order, as opposed to Bylaws, are procedures adopted by the Mountain Arts Network general membership, or by MAN Board, governing the specific conduct of meetings and assemblies. As per Roberts Rules of Order Newly Revised (referred to as "RONR" in this document), Rules of Order may be suspended or amended only by a 2/3 vote in the applicable assembly unless otherwise specified in the Rules of Order.

Section I - Rules of Order for Board Meetings

Agenda
Time and Place of Regular Meetings
Special Meetings
Use of Email

Section II - Rules of Order for Board Membership & Committees

Standing Committees of the Board
Board Member Job Descriptions

Section III - Rules of Order for General Membership

Annual Membership Meeting

Section IV - Miscellaneous

The Artists at Work Project
Website
Common Courtesy
Proxy Voting

Section I - Rules of Order for Board Meetings

1. Agenda

a. Preparation and Submission of Resolutions Each resolution shall have two sections: an Overview, which explains the general reasons for the Resolution; and the Resolution, which itemizes the actual motion before the Board.

Each resolution shall have a header containing the following information: the number of the Resolution (assigned by the Board of Directors), the Subject, the Author(s), the last posting date, the Draft Status (Draft or Final), and the Status (Consideration, Passed, Failed - Motion Not Made, Failed - Motion not Seconded, Failed - Voted Down, or Tabled.)

The author of the Resolution shall bring at least one copy of the Resolution to the Board meeting, to give to the Secretary.

It is the responsibility of the individual Board members to print and review their own personal copies of each resolution for the meeting.

The President shall notify all the members of the Board about the posting of a new resolution or revision of an existing resolution within 48 hours of its posting in the Board member private directory on the MAN web site.

Debate on Resolutions must take place according to RONR, i.e. in properly convened assemblies. MAN does not recognize an email list as a properly convened assembly. However, individual members are free to email the author of the Resolution with comments, concerns, or clarifications, and the author shall respond only to the individual sender. Deliberation of the Resolution by the Board as a whole will take place only in a properly convened Board meeting.

The final day for submission of a Resolution is the Saturday prior to the regular Board meeting. After that time, addition of a Resolution to the Agenda takes a 2/3 vote.

b. Preparation of the Agenda The President shall be responsible for preparing an Agenda incorporating all necessary reports; urgent, continuing, and new business; and all Resolutions properly submitted. The Agenda shall be posted on the MAN website no later than the Sunday prior to the Board meeting.

c. Order in Which an Item is Discussed At the beginning of each meeting, the President shall ask for approval of the Agenda. Providing that the Resolution has been submitted meeting the conditions in I.1.a, a Board Member may make a motion to revise the order in which an item is considered. The motion needs only a majority vote to carry.

d. Adding a New Item to the Agenda at a Board Meeting If a Board Member missed the deadline in I.1.a, then he/she may request the addition of an item prior to the approval of the Agenda. However, the item can only be added with a 2/3 vote.

e. Presentation of a Resolution If the author of the Resolutions is present at the meeting, then the reading of the Resolution itself at the appropriate time in the Agenda constitutes making the motion. It has then only to be seconded by a voting Board Member to be considered.

If the author is not present at the meeting, he/she must find another Board Member to make the motion for them. They may not make the motion in absentia.

2. Time and Place of Regular Meetings The Regular Board meeting shall take place on the second Wednesday of each month. If the date falls on a public holiday, the Board meeting shall take place on the same day and time, one week later.

3. Special Meetings One fourth of the voting members of the Board may call for a Special Meeting. The meeting may not be called without 3 days advance notice to all Board Members. If the notification is by mail, a standard USPS Proof of Delivery shall constitute proper notification. If the notification is by email, the callers of the meeting must have a response from each member, acknowledging the time and place of the meeting.

4. Use of Email Board Members shall use email addressed to the entire Board only for the purpose of commendation, distribution of information, notifications, etc.

In no case shall any Board Member use an Email Board List for the purpose of disparaging or criticizing a fellow Board member.

Board members who violate this rule may have their membership on the Board brought up for review. If the Board considers the violation serious enough, the Board may remove the offending member by a simple majority vote.

Section II - Rules of Order for Board Membership & Committees

1. Standing Committees of the Board The Board shall create committees of Board members and non-Board members as it deems necessary in order to fulfill the objectives of the Association.

2. Board Member Job Descriptions

a. President: The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the officers of the Corporation. He/she shall preside at all meetings of the Board of Directors. He/she shall have such other powers and duties as may be prescribed by the Board of Directors. The President may appoint all committees and be ex-facto member of all committees.

b. Vice-President: The Vice-President shall assume the duties of the President in his or her absence and shall have such other duties as may be prescribed by the Board of Directors from time to time. The Vice President shall serve as Program and Jurying Chairperson including the responsibility of notifying accepted new members into the Association. The Vice President shall serve in additional capacities at the discretion of the President and/or Board of Directors and by position description.

c. Secretary/Treasurer: The Secretary/Treasurer shall attend to the following:

(i) Record of Minutes The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Directors and committees of Directors, with the time and place of holding, whether regular or special, and if special, who authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.

(ii) Notices, Seal and Other Duties 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 Bylaws to be given. He/she shall keep the seal of the Corporation in safe custody. He/she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(iii) Books of Account The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. The books shall be turned over for audit to a certified public accountant selected by the Board of Directors on the closing of the fiscal year. The certified public accountant's report and recommendations shall include a review of the latest Federal, State, and local laws and regulations, relating to the activities of the Mountain Arts Network. The treasurer will prepare, at the request of the Board of Directors and/or its President, a budget and financial report as required.

(iv) Deposit and Disbursement of Money and Valuables The Treasurer shall deposit all money 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; shall disburse the funds of the Corporation as may be prescribed by the Board of Directors or the Bylaws, as long as such disbursements do not constitute a conflict of interest.

(v) Tax filings The Treasurer shall be responsible for maintaining an accounting system as set up by a certified public accountant engaged for this purpose, in such a manner as to give an accurate account of the financial transactions of the Association and to comply with State and Federal regulations applying to Non Profit Corporations, make certain that all required tax and regulatory filings are completed and to report such transactions to the Board of Directors at their regular meetings and to members at their meetings.

(vi) Bond If required by the Board of Directors, and paid for by the Corporation the Treasurer shall give the Corporation a bond in the amount of and with the surety of sureties specified by the Board for faithful performance of the duties of this office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement or removal of office.

(vii) Backup of Data Files: The Treasurer shall create a backup of all financial data files on removable media, and shall deliver the media to either the President, Executive Director, or Vice President at each regular Board meeting.

Section III - Rules of Order for General Membership

1. Annual Membership Meeting

a. Notice of Meeting The Board of Directors shall be responsible for notifying all members of the Annual Meeting at least 30 days in advance, distributed by means approved by the Board of Directors, and a general announcement on MAN Website.

b. Agenda The Board of Directors shall prepare an Agenda for the Meeting at least two weeks in advance. The Agenda, and all relevant documents, shall be distributed to all members by means approved by the Board of Directors.

Section IV - Miscellaneous

1. The Artists at Work Project On one or more Saturdays throughout the summer, artists and craftsmen will be invited from throughout the Inland Empire to work at their particular craft at various locations throughout Crestline’s Business Districts. Each location will have a marquee announcing the artist or craftsman along with maps of Crestline’s Business District. These maps will identify each location of the Artists at Work and provide a brief description of the artist or craftsman and their medium.

At each location a volunteer host or hostess will greet viewers. These volunteers will attend training that:

● Teaches basic vocabulary of the visual arts.

● Promotes interaction between the artist and the viewer.

● Creates communication between business owners, artists, and viewers.

Artists will have the opportunity to sell their works with a 10% administration surcharge. The artist and their work will also be featured on our website.

Through all resources and avenues, a call to artists will be made encouraging them to participate in the Artists at Work program. Information will also be available on our website.

2. Website

a. Exhibition Venue: MAN Website is considered to be an exhibition venue of MAN.

b. Display Rights: Active Members may display up to 3 images on one Artist Information Page. Images and text submitted for publication must conform to the standards outlined on the website.

3. Common Courtesy: Members shall treat each other with respect and courtesy. Disputes between members should be settled between the members privately, or, if the dispute is between a Board Member and a regular member, the Grievance Process may be used.

In particular, Members should not use written communications, such as Email, to disparage or criticize the work of other Members to the membership of an established body of MAN, such as the Board of Directors or the general membership.

Failure to adhere to such rules of conduct may result in revocation of membership, following an investigation by the Board of Directors.

4. Proxy Voting: Any qualified member of the assembly (board member at a board meeting or general member in good standing at a General Meeting) may provide any other qualified member with a proxy concerning the vote on any specific matter.

The proxy should be either an email printout or hand written, dated, name to whom the proxy is given, state the specific issue and the stance upon that issue, and the name of the member giving the proxy.

All proxies are to be presented to the Secretary before the call to order. The Secretary will announce the receipt of the proxy (“a proxy has been received from member A. who will represent member B.") before the start of business.

Should a member need to leave the assembly unexpectedly (due to illness, family emergency, etc.) the member may rise to a Point of Personal Privilege and announce the granting of a proxy before leaving.

Should a proxy writer be able to attend a meeting in person, the member's appearance nullifies the proxy. When a vote is taken on any issue for which a member has a proxy, how that proxy is cast will be noted for the record.

WRITTEN CONSENT OF DIRECTORS ADOPTING
BYLAWS AND RULES OF ORDER

We, the undersigned are all of the persons named as the initial directors in the articles of incorporation of Mountain Arts Network, a California nonprofit corporation, and, pursuant to the authority granted to the directors of these Bylaws and Rules of Order to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws and Rules of Order, consisting of 16 pages, as the Bylaws and Rules of Order of the corporation.

Dated: January 11, 2006

____________________
Clare Guiles, Director

____________________
Vicky Sorensen, Director

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws and Rules of Order of the corporation named in the title thereto and that such Bylaws and Rules of Order were duly adopted by the board of directors of said corporation on the date set forth below.