Nevada Institute for Contemporary Art By-Laws, 1986

UNIVERSITY OF NEVADA, LAS VEGAS NEVADA INSTITUTE FOR CONTEMPORARY ART BY-LAWS By delegation of the President of the University of Nevada, Las Vegas and in partnership with the President, the Board of Directors of the Nevada Institute of Contemporary Art (hereinafter referred to as The Board) is charged with governance authority over the Nevada Institute of Contemporary Art (hereinafter referred to as The Institute) for the purposes and with the powers and responsibilities as set forth in that delegation. These By-Laws have been adopted by The Board on May 19, 1986 in order to govern its operation. I. MEMBERSHIP The Board shall consist of not more than twenty-five (25) members, including ex officio msnbers. A. Nominations and Appointments The Board shall receive from the Nominating Conmittee its recommendations for appointments to The Board. The Board shall ratify these recommendations and propose them to the President for appointment to The Board. B. Terms of Appointment Members of The Board shall be appointed for a term of three (3) years. No more than eleven (11) members shall be NICA By-Laws Page three appointed in each year, with the exception of appointments due to vacancies. C. Vacancy In the event that a position of membership on The Board becomes vacant prior to the expiration of the three (3) year term, such position may be filled upon nomination by the President of The Board, ratification by The Board, and appointment by the President of the University. D. Ex Officio Trustees The ex officio members of The Board shall be the following: ?President of the University of Nevada, Las Vegas ?Director, Nevada Institute for Contemprory Art ?Chair, Department of Art, UNLV or designee. ?Dean of College of Arts & Letters, Ex officio members shall have all the privileges of Board membership except the right to vote and to hold office. E. Qualifications Members of The Board shall be individuals known to have consideration for The Institute including the missions or purposes of The Institute and of the University of Nevada, Las Vegas. NICA By-Laws Page three II. GOVERNANCE The Board shall be governed by officers elected frcxn among its appointed members. A. Election of Officers Candidates for positions as officers of The Board shall be proposed to The Board by the Nominating Committee. The officers shall be elected by a majority vote of The Board. B. Officers The officers of the Board and their duties shall be as follows: 1. President The President provides general supervision, direction, and control to The Board; shall preside at regular and special meetings of The Board; shall serve as Chair of the Executive Committee; shall represent The Board to the President of the University; and shall serve as ex officio member of all Standing Committees. 2. First Vice-President The First Vice-President serves in the absence of the President and serves as Chair of the Development Committee. NICA By-Laws Page three 3. Vice President?Finance The Vice President?Finance serves as the Chair of the Finance Committee. 4. Vice President?Collections The Vice President?Collections serves as the Chair of the Collections Committee. 5. Vice President?Governance The Vice President?Governance serves as Chair of the Governance Committee. 6. Secretary The Secretary shall approve and distribute the minutes of the regular and special meetings of The Board within one (1) month following such meetings and shall communicate with members of The Board regarding notification of and agendas for regular meetings at least two (2) weeks prior to such meetings. C. Qualifications of Officers Officers of The Board shall be appointed members of The Board and shall not otherwise be anployees of The Institute. NICA By-Laws Page five D. Terms of Officers Elected officers of The Board shall serve for a term of two (2) years. Officers may be re-elected. III. COMMITTEES The Board shall be served by four (4) Standing Committees, the Nominating, and other Special Corrmittees that The Board may deem to be appropriate and necessary. A. Standing Committees The Standing Committees of The Board and their purposes shall be as set forth below. Membership of the Standing Committees shall be constituted by at least four (4) appointed Directors, as appointed by the President and ratified by The Board, plus such ex officio members from among the appointed and ex officio Directors as prescribed for each committee below. Membership of the Development, Finance, Exhibitions/Collection, and Governance Committees may include individuals not serving as members of The Board for prescribed terms as nominated by the Chair of the Committee, ratified by The Board, and appointed by the President. 1. Executive Committee The Executive Committee shall oversee the general policy and management affairs of The Board. NICA By-Laws Page three The Chair of the Executive Committee shall be the President of The Board. The ex officio manbers of the Executive Committee shall be the President of the University and the Director of The Institute. 2. Development Conmittee The Development Committee shall oversee The Board responsibilities relating to Program Development, Fund-raising Activities and Auxiliary Organizations. The Chair of the Development Committee shall be the First Vice President. The ex officio members of the Development Conmittee shall be the President of The Board, the Director of the Institute, the Chair of the Exhibitions/Collections Conmittee of The Board, and the Chair of the Finance Conmittee of The Board. 3. Finance Conmittee The Finance Conmittee shall oversee The Board responsibilities relating to the Budget, Restricted NICA By-Laws Page three Funds, and Investment of Funds. The Chair of the Finance Committee shall be the Vice President?Finance of The Board. The ex officio members of the Finance Conmittee shall be the President of The Board, The Chair of the Development Committee of The Board and the Director of the Institute. 4. Exhibitions/Acquisitions Committee The Exhibitions/Acquisitions Committee shall oversee The Board responsibilities relating to Exhibitions/Collections, including identifying and securing exhibitions as well as accession and de-accession of works of art and film. The Chair of the Exhibitions/Acquisitions Committee shall be the Vice President?Exhibitions/Acquisitions. The ex officio members of the Exhibitions/Acquisitions Conmittee shall be the President of The Board, the Chair of the Development Conmittee, the Chair of the Department of Art, the Director of The Museum of Natural NICA By-Laws Page three History, the Director of The Institute and the Curator of The Institute. 5. Governance Committee The Governance Coimuttee shall oversee the rules of operation of The Board, including the recommendation of amendments to these By-Laws and of other standing rules of The Board. The Chair of the Governance Committee shall be the Vice President?Governance. The ex officio members of the Governance Coinnittee shall be the President of The Board and the Director of The Institute. B. Nominating Committee The Nominating Committee shall consist of five (5) mmbers of The Board, appointed by the President and ratified by The Board, and shall be reconstituted annually. The Nominating Committee shall solicit suggestions of individuals to serve on The Board; shall select from among such suggestions, whether from its own members or others, a NICA By-Laws Page three number of individuals equivalent to the number of expiring terms, such selection to include contact with those individuals to determine their willingness to serve; and shall forward to The Board its recommendations for appointment to the Board. The Nominating Committee shall solicit those members of The Board whose terms would allow them to serve as officers for such service; shall select from among such officers as is necessary; and shall propose to The Board those individuals for election as officers of The Board. C. Special Committees Special Committees of The Board may from time to time be created by The Board as deemed necessary and appropriate. Membership of such Special Committees shall be by appointment by the President upon ratification by The Board and may include individuals not serving as members of The Board. Such Special Committees may be constituted for no more than two (2) years unless specifically extended on a year-to-year basis by The Board.