Salmagundi Club

“Salmagundi club has an employment management agreement with a professional employment organization ("peo") which provides a comprehensive personnel management system encompassing a broad range of services, including benefits and payroll administration, health and worker's compensation insurance programs, personnel records management, employer liability management, etc. Employees are included in a form w-3, transmittal of wage and tax statements, issued directly by the peo and therefore salmagundi club does not issue a form w-3 or form w-2.”

“Significant changes introduced in the 2024 salmagundi club bylaws compared to the prior version amended through december 2022: i. Governance structure and philosophy - modernized framework: the 2024 bylaws adopt a more contemporary nonprofit governance model, aligning with new york not-for-profit corporation law and irs standards. This includes clearer definitions of board powers, fiduciary duties, and committee roles. - codified nonprofit compliance: explicit references to the internal revenue code and nys law now guide board actions, especially regarding asset disposition and conflict of interest. Ii. Membership structure and policy - membership policy delegation: instead of embedding detailed membership classes in the bylaws, the 2024 version delegates this to a separate membership policy document, subject to board recommendation and member approval. - voting ratio requirement: artist members must now comprise at least 55% of voting members and directors, codifying artistic primacy in governance. - electronic participation: members may now attend meetings and vote via electronic means, with detailed provisions for waiver of notice and action without a meeting. - expulsion and suspension: a formal process is introduced, with the audit committee empowered to recommend suspension or expulsion, subject to board approval. Iii. Board of directors - term limits introduced: directors are limited to two consecutive terms (2 years each), with a mandatory 2-year break unless waived by a supermajority vote. - expanded removal powers: directors may be removed with or without cause by a two-thirds vote of the board. - electronic meeting participation: directors may attend meetings via video conferencing, with such attendance constituting presence. - supermajority voting for key actions: certain decisions (e.g., sale of major assets, amendments increasing quorum thresholds) now require a two-thirds vote of the entire board. Iv. Officers - clarified roles and succession: - the chair presides over the board and is the chief executive (excluding art activities). - the president oversees art activities and presides over member meetings. - vice presidents are defined by member class (artist or patron). - term limits for officers: officers are also limited to two terms unless extended by board vote. - executive director role added: a new operational role is introduced, reporting to the executive committee and attending board meetings (non-voting). V. Committees - formal committee powers: the bylaws now specify which powers cannot be delegated to committees (e.g., amending bylaws, electing directors). - six standing committees codified as committees of the board: 1. Executive 2. Finance 3. Audit 4. Nominating/governance 5. Art and exhibition 6. House - one standing committee codified as committees of the club: 1. Admissions - audit committee empowerment: now responsible for financial oversight, ethics, whistleblower intake, and member discipline. - nominating/governance committee expanded: includes 35 at-large members (non-directors) to advise on nominations and governance reforms. Vi. Art and exhibition oversight - merged art oversight: the art committee and exhibition responsibilities are now unified under the "art and exhibition committee." - final authority on exhibitions: this committee retains final say on artwork selection and display, with the ability to appoint subcommittees. Vii. Meetings and voting - quorum adjusted: - member meetings (annual, regular or special meeting): 100 voting members or 10% of voting members, whichever is less. - board meetings: majority of directors in office. - electronic voting and waivers: detailed provisions now allow for electronic consent and waiver of notice, enhancing flexibility and compliance.”

“The salmagundi club was incorporated as a membership organization. Classifications of membership: resident, non-resident, junior, and scholarship. Only the first category, resident members, participate in the organization's governance.”

“For election of officers, resident members elect a nominating committee who, in turn, selects the slate of incoming officers. This slate is then voted upon by the membership.”

“Members must be consulted in selected financial matters as per the by-laws such as increasing member dues. This is also the case with any amendments to the by-laws. Special meeting of the membership are called, if a special meeting is necessary and the issues at hand are voted upon (there must be a quorum present to hold a vote). General membership meetings are held quarterly.”

“The chairman of the board, treasurer, and finance committee review the 990 when it is completed and before it is filed with the irs. Copies are then distributed to the board of directors.”

“All vendors are formally approved annually by the house committee.”

“Other full-time staff members are approved by either the house committee or the board of directors, depending upon the rank of the station being filled.”

“The club makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Founded in 1871, salmagundi's mission, as described in the by-laws reads: "the objects of the club are the encouragement of originality as artists among its members and the advancement of art of all kinds; the encouragement of the appreciation of art by the public by all available means; to provide a place for artist members where they may meet on a professional level and where all members may gather socially and culturally in furtherance of these and related purposes; to provide facilities for the exhibition of paintings, sculptures, and other works of art and to bring together the artist and lay members of the club. For its charitable purposes it renders professional and financial assistance to indigent artists."”