2026 Annual Meeting
2026 GVA Bylaws Proposed Revisions
MEMORANDUM
To: GVA Membership
CC: Kari Morris, Executive Director
From: GVA Governance Committee
Date: March 6, 2026
Re: Proposed Revisions to GVA Bylaws Recommended by Board of Directors on February 18, 2026
GVA Membership,
On February 18, 2026, the Glynn Visual Arts Board of Directors voted to recommend several changes to the GVA Bylaws and recommends that the General Members of GVA approve these changes at the Annual Meeting on March 18, 2026. The proposed changes to the bylaws were requested, drafted, and approved by the Board in order to clarify several aspects of the Bylaws approved in 2024 which were confusing, contradictory, or problematic with the requirements of the Georgia Code for Non-Profit Corporations. These proposed Bylaws are consistent with both Georgia law and the governing provisions of GVA’s Articles of Incorporation. Ultimately, the Board believes that the changes and the clarification they provide will streamline the management and operations of Glynn Visual Arts. Below is a summary of the Board of Directors’ recommended changes incorporated in the proposed bylaws for approval by the membership:
1. Clarification of provisions and citations. The 2024 Bylaws contained inconsistent numbering and referred to Articles and Sections within its provisions. For example the bylaw numbering reflected two different Articles for Articles 4, 5, 6, 7, and 8. Additionally, the references within the bylaws to Articles were confusing due to the fact that they were unclear whether they referred to provisions within the bylaws or provisions within GVA’s Articles of Incorporation. The proposed changes are as follows:
a. The numbering of the bylaw provisions were revised to be consecutively numbered and referenced within the Bylaws as Sections and Paragraphs, resulting in Sections 1-16 with references to bylaw provisions changed to a Section-Paragraph format and any references with the term Article relating to the Articles of Incorporation.
2. Election of officers of the Board of Directors. The 2024 Bylaws required the election of the officers of the corporation to take place immediately following the annual membership meeting. This resulted in confusion, inefficiency, and a meeting within a meeting more akin to an ad hoc assembly because it required the Board of Directors, some of whom were just elected, often with little to no knowledge or experience on the Board being asked to fill and/or vote for officer positions without an opportunity to review or become familiar with GVA’s management, operations, finances, or the roles of the various officer positions.
a. The proposed revisions provide for the Board of Directors to hold the Board’s annual meeting and elect its new officers at the first meeting of the Board following the annual meeting of the membership.
3. Procedure for filling vacancies of the Board of Directors that arise after the membership’s annual meeting. The 2024 Bylaws had multiple provisions related to the filling of a Board of Director position causing confusion how vacancies were filled by whom, and whether the Board was required to fill a vacancy or had the discretion to fill the vacancy.
a. The revisions proposed by the Board provide clarity and eliminate any confusion as to how vacancies within the Board of Directors are filled when they occur during the term of that position. Under the proposed revisions, the Board of Directors may, at its discretion, choose to fill a vacancy of an unexpired term for either the remainder the term or until the next Annual Meeting of the Members. If the Board elects not to fill a vacancy, the position will eligible to be filled at the next Annual Meeting of the members.
4. Procedure and authority to revise the bylaws. The 2024 Bylaws contained inconsistent and contradictory provisions on how bylaws could be amended or revised. One provision referenced that such revisions were subject to approval of the general membership, while other sections provided the Board of Directors the authority to amend bylaws. Georgia law permits either, but not both.
a. Consistent with the Articles of Incorporation, general business efficiency, and general practices of other non-profit corporations, the Bylaws were amended to permit amendments and revisions by the Board of Directors. However in an abundance of caution, because the 2024 Bylaws were inconsistent on that authority, the general membership must first approve this change and all other amendments. Once approved, there will no longer be contradictory provisions on amending the bylaws and future amendments can be made by the Board as permitted by law.
5. Clarification of the Duties of the Vice President. The provision defining the duties of the Vice President in the 2024 Bylaws was grammatically deficient and confusing. These errors were addressed and remedied in the proposed 2026 Bylaws recommended by the Board for approval by the Membership.
a. Section 6, Paragraph 3(b) now reads:
Vice President. The Vice President shall assist the President in carrying out his or her duties and shall have the authority vested in the President when the President is unable to perform his or her duties, or is otherwise absent from a regular or special meeting of the Board of Directors.
The GVA Board of Directors recommend to the General Membership that the proposed changes to the Bylaws be approved and adopted by the vote of the membership at the Annual Meeting on March 18, 2026. These changes are consistent with Georgia law.
Board Slate: 2026 Board of Directors Candidates
Linda Caldwell
Ann Lockstampfor
Pryce May
For questions please contact Kari Morris at ExecutiveDirector@glynnvisualarts.org.