SOUTHERN WATERCOLOR SOCIETY BY-LAWS
ARTICLE I - NAME AND PURPOSE
The name of this nonprofit corporation is Southern Watercolor Society. The address of the principal office of this corporation shall be the address of the current elected president.
As set forth in the Articles of Incorporation, this corporation was formed to elevate the stature of watercolor painters and educate the public to the significance of watercolor painting as an important creative, permanent painting medium. The corporation shall be dedicated to the highest aesthetic standards. The organization shall further the interest of painters in watercolor painting by its programs and competitive exhibits, and shall encourage watercolor study by art students and others engaged in painting.
Section One (responsibility)
The Board of Directors is the governing body of the corporation and must comply with government requirements. The Board shall have the power to elect officers, make policy decision and change the corporation's mission. The Board shall be responsible for the following:
1. Oversee the management of the organization
2. Set goals, establish policies, and develop long-range plans
3. Review budgets and program planning
4. Represent the organization to the public
5. Attend Board meetings and serve on committees.
6. Help get new members
Number of directors on the Board will be five (5) to seven (7) at any one time. This number may be changed through an amendment to the By-laws. The Board shall consist of the current officers and past president and any others deemed proper by the officers. ( In 1999 the Board decreed that the Membership Chairperson would be a member of the Board of Directors because of the importance of that job. This was not a by-law change, as that was not required by these by-laws.)
Term of office will be two years. Directors may serve a total of two (2) terms.
A quorum will consist of 1/3 of the total voting members of the Board.
The Board of Directors shall decide when and where the meetings will take place. The Board will meet a minimum of one time during the fiscal year and that meeting should occur within the first quarter of that fiscal year.
a) Special meeting may be called by the president, or two members of the Board.
b) The president will give two weeks notice to each member of the Board prior to the regular meeting.
The Board of Directors will receive no compensation for their services. They may be reimbursed for reasonable expenses incurred serving the corporation; however, this must be approved by the vote of 1/3 of the Board.
A director may resign by submitting a written statement of reason to the Chairman of the Board (president). A director may be removed from office for the following reasons:
1. If absent for three or more meetings
2. Will not help in the activities of the organization
3. Has not avoided a major conflict of interest
4. Has made unjust claims for compensation or awards
The elected officers of this corporation are the Board of Directors. Officers shall consist of a president, a vice president, a recording secretary, and a treasurer, and past president. ( In 1999 the Board of Directors decreed that the Membership Chairperson would be a member of the Board of Directors because of the importance of that job. This was not a by-law change, as that was by required by these by-laws.)
The president will be the principal executive of this corporation and shall exercise the usual functions of a presiding officer. The president will serve as the Chairman of the Board, and will preside over all meetings by the Board of Directors. The president may sign all legal papers authorized by the Board of Directors unless the authority is delegated by the Board or By-laws to someone else. The president shall appoint all standing committees and shall give guidance and leadership in all activities of the corporation.
Signature, Active, and Associate Membership in Southern Watercolor Society is open only to residents of Alabama, Arkansas, Delaware, Florida, Georgia, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, and Washington, D. C. or those who are members in good standing at the time of moving to another area.
Associate Member, pays annual dues
Active Member, pays annual dues
Artist Signature Member, pays annual dues
Patron or Friend, pays annual dues or donation of current dues or more
Life Member, Honorary, pays no dues
An individual or business does not have to reside in the state of Tennessee to hold membership in the organization.
recognition from two other sources. A Life Honorary member has voting privilege.
1. Dues shall be paid annually on or before January 1 of each year and become delinquent as of March 1, of each year.
2. Nonpayment of dues within the calendar year terminates the membership and Active or Artist Signature status,
3. To reinstate Active or Artist Signature membership, a member must fulfill membership requirements again, or a member may be reinstated by payment of the current year dues and any of the past three years dues that are unpaid.
Section One (legal)
The Board of Directors shall set the fiscal year for the corporation. The Board shall determine and authorize the following officers to sign legal documents and checks: the president and the treasurer. Both signatures are required.
At the direction of the Board of Directors, the fiscal year shall begin on JAN. 1 and shall end DEC. 31.
The By-laws may be amended at any meeting of the Board of Directors by a majority vote, a majority being more than one-half (1/2) of the votes.
The By-laws shall be reviewed by the Board of Directors annually.
Section One (meeting of membership)
The members shall meet once a year in conjunction with the annual members' exhibition. This exhibit will be held each year at the direction of the Board of Directors.
Elections will be held biennially at the annual members meeting. Members in good standing may vote from a list of candidates supplied by a nominating committee. Members will be given the opportunity to nominate other candidates from the floor by the president who shall preside over the meeting.
Simplified parliamentary procedure will be followed. Adequate minutes will be kept by the secretary.
The organization of various committees shall be the responsibility of the Board of Directors and the president.
Section One (juried exhibition)
The corporation is a nonprofit organization created under and pursuant to the provisions of the law of the State of Tennessee. The corporation is organized and operated exclusively for nonprofit purposes.
No part of its net earnings of the corporation shall be to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing of distribution of statements) in any political campaign an behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.