NAME OF ORGANIZATION
The name of the organization shall be the “Southwest Florida Pastel Society” (Hereafter shall be referred to as “The Society”.)
PURPOSE AND MISSION STATEMENT:
The Southwest Florida Pastel Society was established to:
• Promote, stimulate and foster creative painting with pastels
• Encourage and promote pastel artists in their growth and success
• Provide instructive programs and demonstrations utilizing pastel media
• Organize activities and exhibit opportunities for pastel artists
• Encourage young pastel artists by providing educational opportunities and
exhibiting their pastel works
• Promote a fellowship with pastel artists in order to build a network for
learning and professional opportunities
• Promote public awareness of pastels
Membership shall be open to all pastel artists, not to exclude oil pastel artists. All competitions of such will be addressed individually. Anyone who pays the required dues is eligible to vote, hold any of the Society’s offices, serve on any of the committees, and may participate in “members only” exhibits. A member shall be in agreement with the objectives of the Society. Executive Committee meetings are open to any general member, with voting privileges reserved for officers.
Charter Membership is granted to any member who joined the Society before February 1,
2003 and has maintained membership requirements since then.
The Society shall establish a Signature Membership incentive as a goal toward which the
membership may aspire. A committee will develop rules to be presented to the Executive
Committee for review.
HONORARY LIFETIME MEMBERSHIP
Awarded to an outstanding person in the field of pastel art, who has supported our vision and contributed to our growth and success as a pastel society. It is given as an expression of high regard for the individual and their unique contribution to the SWFPS.
A unanimous vote of the board of directors is required to award an Honorary Lifetime Membership.
The Society’s dues are set by a majority vote of the board of directors.
Dues are payable by January 1 of each year.
Dues not paid by Feb1 will be considered delinquent and will be assessed a late fee of $5.
Dues can only be changed on an annual basis.
Members joining after November 1 of any year will be credited with full membership through the following year ending in December of that year.
Membership shall be terminated for reasons of
1) non-payment of dues or assessments (30 days grace period shall be
determined by the membership chair)
2) behavior that is detrimental to the Society’s reputation.
BOARD OF DIRECTORS
A Board of Directors consisting of 9 members will be elected on a biennial basis for 2 year terms.
The Executive Committee and Directors of the Society shall consist of these elected officers:
President, Vice-Presidents, Recording Secretary, and Treasurer.
The Board of Directors will include a Communications Director, Member Show Chair, and Membership Chair as voting members of the Board of Directors, as well as the Past President, as Ex Officio, without a vote.
Officers shall be elected at the annual meeting by a simple majority of ballots on hand. It is required that both the President and the Vice Presidents be a member for at least one year prior to nomination.* Officers are elected for a two-year term.
Officers who wish to resign must present their resignation in writing to the Executive Committee.
Should a vacancy occur in mid-term, the President may appoint an officer. The Vice-President shall automatically fill a vacancy of the President.
DUTIES OF OFFICERS
The President shall be an ex-officio member of all committees and must be notified two weeks in advance of all committee meetings.
The President is responsible for directing the ordinary affairs of the Society, supervising the duties of the officers, appointing committee chairpersons, setting the agenda and presiding at Executive Committee and general membership meetings.
The President shall alert members to matters that may affect the Society and promote the Society and its activities.
The President shall be accountable to the Society’s membership.
VICE PRESIDENT I
In the absence of the President, the Vice-President shall preside at meetings and assume other duties when the President is unable. The Vice-President I shall be responsible for programs of the general membership meetings. This person shall, with the President, select a workshop chairperson, if such a workshop is to be held. Duties also include working with Vice-President II on juried exhibits.
VICE PRESIDENT II
In the absence of the President, the Vice-President II shares in the responsibilities of presiding at meetings and assumes duties when the President is unable. This Vice-President shall have full responsibilities of publicity for the Society. This includes all events and general membership meetings, formulating a signature membership, and working with Vice-President I on juried exhibits.
This position is primarily responsible for the recording and reporting of minutes of all Society meetings and maintaining a permanent file of the minutes, which includes the Treasurer’s reports.
The Treasurer shall deposit funds received in the Society’s bank account(s) and keep an accurate record of receipts and disbursements, reconciling the checking account and maintaining a file of the bank statements and cancelled checks, as well as receipts for paid bills and purchases.
The Treasurer shall issue checks for all bills submitted to the Society, or as directed by the President.
Any check greater than $500 requires 2 signatures.
Any expenditure greater than $1500 shall be approved by the membership.
The Treasurer shall present to the membership at each general meeting an updated financial report.
The Treasurer shall prepare and file any federal and state tax information forms that may be required.
The Membership Chairperson shall promote and solicit membership in the Society, process membership applications and membership renewals, welcome new members, keep attendance at the meetings, and maintain an up-to-date membership roster. The Membership Chair shall email updated membership list to Web Master. The list shall be made available to all members in a timely manner. The Chair has full discretion of termination of a membership with the Executive Committee approval.
VOTING AND ELECTIONS
A quorum for general membership meetings is one-third of the general membership,
plus one. The President shall appoint a nominating committee sixty days before the annual meeting, with the slate presented no later than thirty days before the annual meeting. A ballot will be sent to the total membership. Elections to be decided by a simple majority vote of ballots on hand at month of annual meeting.
Standing committees filled by volunteers and/or appointees shall be designated as deemed necessary. The President shall determine the task and the parameters of each standing committee.
IRREGULARITIES OR MISCONDUCT OF OFFICE
A written report or complaint of conduct by a Society member, which reflects unfavorably or adversely impacts the Society, may be made to the officers by any person whether or not said person is a Society member. The officers shall notify the member in writing, stating the nature of the charge and the name of the person who made the complaint, within five days of the officers’ decision to investigate the complaint. Should the officers decide to investigate this complaint, they shall present their findings and recommendations to the membership at the members-only session. The member in question will have an opportunity to present her/his view at the same time the officers present their findings. The member in question must abide by the written vote of at least two-thirds of the membership.
Similar rules apply to a complaint made against a Society officer, except that the officer in question shall not carry out her/his duties or participate in the investigation, and may be removed from office by a two-thirds vote of all members. An officer so removed shall be automatically terminated from membership.
Proposed amendments to these By-Laws shall be submitted to the membership at a regular meeting by: 1) the officers; 2) a by-laws committee; or 3) a petition signed by at least twenty percent of the membership.
Such a proposal shall be considered by the officers and their recommendation passed on to the membership, with a copy of the amendment, within thirty days of submission, to be dealt with at the next general meeting. Passage of the proposed amendment shall require approval of two-thirds of the membership.
A motion to dissolve the Society shall require a written petition of at least twenty-three percent of the members. Written notice of the motion shall be submitted to all Society members at least thirty days in advance of its consideration. Approval of the motion shall require a three fourths majority vote of the membership.
DEBTS AND ASSETS
Upon dissolution, all debts of the Society shall be paid. Any property or remaining assets shall be liquidated and donated to one or more art organizations.
Ratification of these By-Laws shall require approval of three-fourths of the general membership.
PROVISIONS FOR REGULATION OF INTERNAL AFFAIRS
The Southwest Florida Pastel Society name and/or logo shall not be used to promote or sponsor any event without the express written permission of the Society’s Executive Committee. Its name is reserved for the collective benefit of its membership. No part of the net earnings of the Society shall benefit any individual except where reasonable compensation for services rendered has been authorized, and/or where payments are made to further the purposes set forth in Article 1.
The Society’s fiscal year shall run from January 1, to December 31. The annual meeting will be held during the month of January.
Approved: Suzanne Bowles, Recording Secretary
Every Director and Officer of the Association shall be indemnified by the Association to the full extent permitted by law against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed on him in connection with any settlement thereof, to which he may be a party, or in which he may become involved by reason of his being or having been a Director of Officer of the Association, whether or not he is a Director or Officer at the time such expenses are incurred, except in such cases where the Director or Officer is adjudged guilty of willful malfeasance or malfeasance in the performance of his duties provided and that all settlements must be approved by the Board of Directors as being in the best interests of the Association. The foregoing right of indemnification shall be in addition to and exclusive of all others to which said Director or Officer may be entitled.
Approved May, 2005
Amended and approved on April 17, 2007