Bylaws

VERMONT PASTEL SOCIETY, Inc.

Bylaws 

DRAFTED Sept 7, 2007

Approved by the Membership: Sept 23, 2007

Amended and approved by the Membership: April 17, 2017; May 4, 2017; November 4, 2018

ARTICLE I. NAME

The name of this organization shall be the VERMONT PASTEL SOCIETY, Inc. (hereinafter called “VPS”).

ARTICLE 2. PURPOSE AND MISSION STATEMENT

The purpose of VPS is to build and strengthen connections among pastel artists.

ARTICLE 3. OFFICE

The registered office of VPS shall be located at the address of the registered agent.

ARTICLE 4. MEMBERSHIP

Any person who is interested in the VPS goals, in the pastel medium, who completes an application form and pays annual dues, shall be eligible for membership. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

ARTICLE 5. MEMBERSHIP MEETING

There will be at least one scheduled Annual Membership Meeting a year. The time and date of this meeting will be determined by the Board of Directors. Notice of the Annual Membership Meeting will be sent to each member at least two weeks prior.

Other meetings may be called by the President and notice will be sent to each member at least two weeks prior. A Special Meeting can be called at the request in writing of at least 5 members. The Special Meeting should be properly warned with written notice sent to each member at least two weeks prior.

The President may also convene an e-mail meeting of the membership when needed, such as when decisions must be made in a timelier manner than waiting for the annual membership meeting or more conveniently than calling a special meeting of the membership for a single issue. The protocol will be for the President to state a motion, the names of the maker of the motion and the one who seconded it. Information in the form of a brief summary about the motion will be supplied in that e-mail, discussion will be requested, and if no further discussion is noted for 24 hours, the membership will be asked to vote in favor of or in opposition to the motion. A motion will be considered passed if more than 50% of the eligible members cast votes in favor of the motion.

ARTICLE 6. BOARD OF DIRECTORS

Section 1. Control and Power

The Board of Directors shall assume full responsibility for VPS operations. The Board shall have the exclusive control and power to manage the activities, property and affairs of VPS and shall determine the manner in which the funds of VPS, both principal and income, shall be applied within the limitations of the VPS Articles of Incorporation and these Bylaws.

Section 2. Number, tenure

The Board of Directors shall consist of no fewer than three and no more than ten Officers. Director’s terms will be for two years. Directors can serve for more than one term.

Section 3. Meetings

There will be two scheduled Board of Directors meetings a year, including the annual meeting of the Board of Directors, which shall be held at such place and time as determined by the Board.

Regular and special meetings of the Board, or any committee, shall be called by the President or at the request of any member of the Board of Directors and shall be held at such time and place, provided that at least five (5) days’ advance notice (in writing, via email, or otherwise) of every meeting shall be given to each Director.

At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the VPS Articles of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting, without notice other than announcement, until a quorum shall be present or available.

Section 4.  Resignation

Any Director may resign at any time by giving written notice to the President or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein.

Section 5. Vacancies

If the office of any Director shall become vacant for any reason, the remaining members of the Board, even if less than a quorum, shall elect a successor(s) for the unexpired term of such Director.

ARTICLE 7. OFFICERS

Section 1: General and Elections

The Officers of VPS shall consist of: President, Vice President, Treasurer, Secretary, Membership Secretary, Exhibitions Director, Webmaster, Director of Hubs, and two Members at Large.   The Officers shall set policy and procedures for VPS. Officers shall be elected by the members at the Annual Membership Meeting.  Elected Officers will also be announced to the membership via e-mail and on the Website.

Section 2: President

The President shall be responsible for overseeing and/or coordinating all functions of the organization. More specifically, the President will

  1. conduct all board and membership meetings, and be responsible for the agenda and the general conduct of such meetings.
  2. be an ex-officio member of every committee
  3. be the spokesperson for the organization and represent the VPS at local, civic, and other outside activities which require a VPS presence

Section 3: Vice President

The Vice President will report to the President and will be responsible for the organization in the absence of the President.

More specifically, the Vice President will

  1. facilitate the annual VPS workshop offerings, including, but not limited to assisting VPS members in the overall planning of the workshop, in the preparing of financial worksheets, and in communicating with members,
  2. compile workshop evaluation data about presenters and facilities and will keep it accessible for future use

 

Section 4: Secretary

The Secretary will report to the President and will be responsible for recording minutes of all meetings.

More specifically, the Secretary will

  1. record the minutes of the meetings of the Board of Directors, and distribute them to the Board in a timely manner
  2. record the minutes of the members’ meetings for distribution to the members in a timely manner,
  3. keep the history and records of VPS.

 

Section 5: Membership Secretary

The Membership Secretary shall keep a record with the names and addresses of the members entitled to vote.

More specifically, the Membership Secretary will

  1. keep a data base of the members, including name, email or other contact information, hub assignment, etc.,
  2. be responsible for communicating to the membership about VPS news, about VPS offerings–such as workshops, exhibitions–and about any other general VPS information,
  3. assign new members to hubs based on geographic proximity to existing hub meeting places

 

Section 6: Treasurer

The Treasurer will report to the President and will be responsible for the financial records of VPS. 

More specifically, the Treasurer will

  1. keep correct and complete records of the account, accurately showing at all times the financial condition of VPS,
  2. be the legal custodian of all funds of the VPS, subject to the direction of the Board,
  3. keep a detailed account of income and expenditures,
  4. present a financial report to the Board at regularly scheduled meetings,
  5. be responsible for payment of all expenditures of VPS and including the filing of tax returns
  6. be available so that all books and records of the corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.

 

Section 7: Director of Hubs

The Director of Hubs serves on the VPS board, will report to the President, and will oversee the VPS Regional Hub Program and work to maintain its stability and growth.

More specifically, the Director or Hubs will

  1. be responsible for communication between Regional Hub point persons and the VPS Board.
  2. coordinate information about Hub activities and pass that information on to the membership, to the Webmaster, to the Membership Secretary, and/or to the VPS Facebook page editor to a social media platform depending on the need.
  3. prepare a report for board meetings twice a year, describing the status of the regional hubs and their activities.
  4. coordinate with the VPS Treasurer and the Hub point person a Hub’s request for funds, approval of the request, and the Hub’s reimbursement.
  5. maintain contact with each hub point person, advising new point people of their responsibilities; being a resource for point people should questions or problems arise; participating in the replacement of Point People should the currently serving one step down.

 

Section 8: Webmaster

The Webmaster serves on the VPS board, will report to the President, and will be responsible for maintaining the VPS website. 

More specifically, the Webmaster will

  1. update the Member Gallery, providing submission specs for members.
  2. make changes to the website as the President and Board find appropriate.
  3. make additions to the website as directed for items such as Exhibits, Workshops, Blog Posts, Forms, Resources, and other Site Menu Items.
  4. work with Web professionals for complex website modifications and to keep the website up and running
  5. convey bills in a timely matter to the Treasurer.

 

Section 9: Director of Exhibitions

The Director of Exhibitions serves on the Board, will report to the President, and will be responsible for a minimum of two VPS-sponsored exhibitions per year consisting of one Member Exhibition and one Juried Show.

More specifically, the Director of Exhibitions will

  1. oversee the entire exhibition process including scheduling venues in advance and communicating to membership the details of the show (including gallery contract; dates for submitting written information or images; dates/times for drop off and pick up of art work; date/time for reception,; awards/prizes and categories for awarding such)
  2. assemble VPS volunteers for soliciting prizes, hanging the show, preparing the reception, and for other duties as needed
  3. work with the gallery owner to assure that the show is publicized as widely as possible
  4. secure well-respected artists to serve as online jurors for the annual juried show and to act as judges for both the Members’ Exhibition and Juried Show
  5. work with the President and Treasurer on awards and presentation of awards at the receptions
  6. keep exhibition procedures up to date

Section 10: Member at Large #1

The Member at Large will be a member in good standing and will report to the President,

More specifically, a Member at Large will

  1. take on jobs for the VPS that require intermittent or regular action, such as coordination of the Video Lending Library, ad hoc committee work, etc.
  2. administer the VPS workshop scholarship awards

 

Section 11: Member at Large #2

The Member at Large will be a member in good standing and will report to the President.

More specifically, a Member at Large will

  1. take on jobs for the VPS that require intermittent or regular action, such as coordination of the Video Lending Library, ad hoc committee work, etc.
  2. administer the VPS workshop scholarship awards

 

ARTICLE 8. COMMITTEES

A committee shall consist of a Chairperson or Co-Chairpersons, appointed by the President as needed.  The Chairperson shall report to President.  The Chairperson will coordinate and facilitate the committee and be responsible for maintaining accurate records of the Committee’s meetings, duties and accomplishments.

ARTICLE 9. REGIONAL HUBS

Regional Hubs are local extensions of the VPS state organization and are comprised of VPS pastel artists grouped by proximity to an artist-rich town or city. A Regional Hub is intended to be for the members and by the members under the provisions and guidelines that the VPS state organization functions.

 

ARTICLE 10. FISCAL YEAR AND DUES

VPS fiscal year shall run from January 1st to December 31st.  Dues will be determined by the Board of Directors.  Dues are payable on a yearly basis.

ARTICLE 11. CONTRACTS, LOANS, CHECKS, & DEPOSITS
Section 1. Contracts:

The board of directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.

Section 2. Loans:

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, or Orders:

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers (excluding the Treasurer), agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.

Section 4. Deposits:

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.

ARTICLE 12. AMENDMENTS

The Bylaws may be amended and new Bylaws may be adopted by a majority of the votes cast by the Members when properly warned in writing two weeks prior.

ARTICLE 13. ROBERT’S RULES OF ORDER

Robert’s Rules of Order shall serve as the parliamentary authority of VPS for all rules and procedures not covered in the Bylaws.

ARTICLE 14. LIMITATION OF LIABILITY

Unless otherwise expressly authorized by the Board, the Directors and Officers shall serve without compensation and shall not be liable for bodily injury, personal injury and property damage if the claim for such damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on to accomplish the purposes of VPS.

The Directors and Officers of VPS shall not be liable to VPS for monetary damages for breach of their fiduciary duties.

ARTICLE 15. INDEMNIFICATION 

VPS shall indemnify and hold harmless any person who serves or has served as an officer, executive director or representative of VPS from personal financial loss and expense including reasonable legal fees and costs, if any arising out of any claim, demand, suits or judgment by reason of any vote, resolution, decision or other action taken by the officer, executive director or member of VPS, if said person acted within the scope of his/her official position and in good faith. Such right of indemnification shall not be deemed exclusive of any other right to which the said person may be entitled as a matter of law.

ARTICLE 16. DISSOLUTION 

At a properly warned meeting of the members, two-thirds of the votes cast by the members or a majority of the voting power, whichever is less, shall be required to sell or mortgage assets of the corporation not in the regular course of business or to dissolve the corporation.  Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to a charitable arts organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.

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