Notice of Special Meeting of the Members of Amazing Things Arts Center, Inc.
Notice of Special Meeting of the Members of Amazing Things Arts Center, Inc., to be held at 7:30 p.m. on Tuesday, June 4, via Zoom.
Please follow this link to register for the meeting:
https://us06web.zoom.us/meeting/register/tZ0odOuurTkoHNAHXCLKTKH5Qjpg6JVBnEpx
Dear ātac members,
Thank you for your membership and support over the years, and especially through these last few years, as we — as a community — have contended with the pandemic and its lingering effects. Unfortunately, despite your loyalty, as well as the best efforts of our talented and hard-working staff, paid membership has continued to dwindle, and attendance at our events has not returned to pre-pandemic levels, making it increasingly difficult for us to sustain operations financially despite deep cuts to expenses.
In the coming weeks, and months, the board of directors will need to consider and make some significant decisions that may involve changes to our organizational structure and model, hibernation, or partnering or merging with another organization in order to survive and do what we can to fulfill our mission to foster community and creativity through increased access to the arts.
With this in mind, the board would like to ask you, the members, for approval to change ātac’s bylaws and articles of organization, granting the board the ability to make these difficult decisions quickly and decisively.
Attached are the amended versions of the bylaws and articles of organization that we will humbly be asking you to approve the special meeting we are calling on May 21. These changes would grant the board the ability to elect directors and amend ātac’s governing documents without scheduling any further meetings of the membership, giving the board the flexibility to move quickly – something that is essential for the timely decisions ahead.
Massachusetts law allows two forms of non-profit organization: membership and non-membership. The board of directors of a membership organization must seek the approval of its membership to conduct important corporate business, such as:
• Electing directors to the board
• Amending the bylaws or the articles of organization
• Approving the sale or transfer of all or substantially all of the organization’s assets
• Approving a merger or a voluntary dissolution of the organization
This governance role on the part of the membership is analogous to the role shareholders play in a forprofit corporation. This is the way Amazing Things was originally set up.
By contrast, a non-membership organization has no governing membership—the board of directors are the members. They elect their own successors and conduct all corporate business on their own authority, per the terms of the organization’s bylaws and articles of organization—which they can amend, consistent with state and federal law.
Note that arts organizations often call donors “members,” typically granting them privileges in exchange for their donations—for example, advance notice of events, discounted tickets—but these “members” have no governance role. As a rule, only trade unions, social clubs, and advocacy groups are set up as membership organizations in the governance sense, while other types of non-profits generally are not.
Thank you again for your ongoing support and for your trust in supporting these proposed changes to help us continue to sustainably move forward into the future.
Doreen A Pendergast, President
Articles of Organization, Current