The Saint Louis Watercolor Society, Inc. Bylaws
Article I. Applicability
These bylaws govern the operation and management of the affairs of The Saint Louis Watercolor Society, Inc., a Missouri Corporation.
Article II. Membership
- Membership is open to all persons over the age of 17 and interested in water media on paper.
- Special Membership Provisions:
- No initiation fee shall be required for membership.
- Annual dues are determined by the Board of Directors.
- Dues are payable July 1.
- Forfeiture of Membership: Any member whose dues are not paid by August 1 shall be designated inactive not eligible for the benefits of active membership.
- Signature membership is granted to members who are accepted into two (2) juried shows, sponsored by the corporation, within a ten (10) year period. A breach in active membership will terminate Signature membership and result in the loss of credits earned toward Signature status.
Article III. Patrons
The Saint Louis Watercolor Society recognizes individuals who support the purpose and objectives of this organization. These individuals contribute to the financial support or in other substantial ways further its goals and objectives. These individuals will be known as patrons. Patrons shall pay no dues and shall not vote nor hold office.
Article IV. Meetings
- The annual meeting of members shall be held in May.
- There shall be a minimum of three membership meetings a year including the annual meeting. The Board of Directors will determine the date and time of these meetings.
- The President, supported by approval of a majority of the Board of Directors may call special meetings of the membership.
- Twenty-five percent of active members, represented in person or by proxy, shall constitute a quorum for the election of Directors.
- Members will be notified in writing, by email or mail, no later than two weeks prior to meetings.
Article V. Directors
- The number of Directors of the Corporation shall be eleven (11). This number may be increased or decreased by amendment to these Bylaws. No decrease in number shall have the effect of shortening the term of any incumbent Director. The Directors shall be elected by the membership at the annual meeting. Each Director shall hold office for two years except in the case of the original Board of Directors where five (5) Directors will hold office for one (1) year, and six (6) Directors will hold office for two (2) years. Directors need not be members.
- Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. Directors may be removed from office by the affirmative vote of the remaining Directors for failure to perform the duties of their office.
- The Board of Directors shall meet at least once per year and at other times as shall be agreed upon by the Board. The President or any member of the Board of Directors may call special meetings of the Board of Directors.
- A majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting.
- Directors shall serve voluntarily without compensation.
Article VI. Officers
- The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. Officers can also be Directors.
- The Board of Directors shall elect the officers at the annual meeting of the Board of Directors. They shall hold office until the next annual meeting of the Board of Directors. Any officer may resign upon written notice to the Board of Directors. The Board of Directors with or without cause may remove any officer.
- The officers of the corporation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be designated to them by the Board of Directors.
Article VII. Committees:
The President shall have the power to appoint with power of revocation the chairperson of all committees. Their appointment or revocation must be approved by the Board of Directors. They shall be governed in their activities by the scope of their appointments. The committees may include but are not limited to the following:
- Executive Committee comprised of the officers and the other committee chairs.
- Membership Committee whose chairperson reports to the Treasurer.
- Program Committee to coordinate activities to achieve the purpose and goals of the Society.
- Public Relations Committee is to promote, inform, and advance the watercolor society within the community.
- Workshop Committee whose responsibility is to plan educational opportunities for the society.
- Exhibition Committee, whose purpose is to counsel, direct and facilitate all exhibits. The chairperson will present detailed reports on all affiliated exhibits and will be responsible for collecting commissions and/or entry fees and will be responsible for enforcing adherence to the show and competition rules. The President will retain ex-officio status on all exhibit committees.
Article VIII. Rules and Regulations Governing Exhibitions
- All acts of the Saint Louis Watercolor Society, Inc. shall be in accord with the democratic principals fostering understanding and tolerance for all original expressions of art done in water media on paper. The board does reserve the right to reject artwork that does not conform to community values. It shall adhere strictly to the practice of accepting only original works for exhibition.
- Exhibitions shall be conducted in conformance with the rules and regulations governing awards shows as established by the Board of Directors.
Article IX. Amendments
These bylaws may be amended at any regular meeting of the Board of Directors providing the membership has been informed two weeks in advance of the Board’s vote, either in writing, by email, or at one membership meeting, of said amendment(s).
Article X. Financial
- The fiscal year of the corporation shall be July 1 to June 30. Officers with authority to sign legal documents and checks are the President, Vice President and the Treasurer.
- The annual budget shall be approved by the Board of Directors.
Article XI. Records: The following records are pertinent to operations of the Saint Louis Watercolor Society, Inc. There shall be records for: Program, Membership, Publicity, Finances, Secretary’s Reports and Board Meetings.
Adopted April 11, 2017