VERMONT PASTEL SOCIETY, Inc.
DRAFTED Sept 7, 2007
Approved by the Membership: ______Sept 23_______, 2007
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 office of Richard Brock, 159 State St, Montpelier, VT 05602
ARTICLE 3 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 4 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.
ARTICLE 5 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 not less than three and no more than nine 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 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 6 OFFICERS
Section 1: General and Elections
The Officers of VPS shall consist of: President, Vice President, Treasurer, Secretary, Membership Secretary 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 conducting all meetings and shall be responsible for the agenda and general conduct of such meetings. The President shall be an ex-officio member of every committee. The President shall be the spokesperson for the organization and shall represent VPS at local, civic, and other outside activities which require VPS attendance.
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.
Section 4: Secretary
The Secretary will report to the President and will be responsible for recording minutes of Board of Directors, and Members meetings and keeping the history and records of VPS.
Section 5: Membership Secretary
The Membership Secretary shall keep a record giving the names and addresses of the members entitled to vote.
Section 6: Treasurer
The Treasurer will report to the President and will be responsible for the financial records of VPS. The Treasurer shall keep correct and complete records of account accurately showing at all times the financial condition of VPS. Subject to the direction of the Board, the Treasurer shall be the legal custodian of all funds of the VPS, shall keep a detailed account of its income and expenditures, shall present a financial report to the Board at regularly scheduled meetings and shall be responsible for payment of all expenditures of VPS and filing of tax returns. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Section 7: Member at Large #1
The Member at Large will be a member in good standing and will report to the President.
Section 8: Member at Large #2
The Member at Large will be a member in good standing and will report to the President.
ARTICLE 7 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.
Standing Committees shall be:
Exhibitions, Programs, Workshops
ARTICLE 8 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 9 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 10 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 11 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 12 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 15 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.