ARTICLE I – NAME
The name of this society shall be THE TEXAS WATERCOLOR SOCIETY.
ARTICLE II – OBJECTIVE
The objective of this Society shall be to advance the art of painting in water media paints on paper and to hold an annual exhibit.
ARTICLE III – MEMBERSHIP
SECTION 1. CLASSIFICATION.
1) Membership shall be divided into eight categories: CHARTER, SIGNATURE, ASSOCIATE, HONORARY, LIFE, EMERITUS, SAGE BRUSH AND PURPLE SAGE BRUSH SOCIETY.
2) The membership is open to any watercolorist 18 years of age or older.
3) CHARTER members shall consist of those who organized and founded the Texas Watercolor Society and are therefore life members.
4) SIGNATURE membership shall be:
a. Open to those artists who have had two paintings accepted by jurors of the TWS Annual Exhibition; and
b. Who have completed the application process; and
c. Paid annual dues for the current year.
i. Signature members shall have the privilege of using the initials “TWS” with their name to designate signature status should they so desire, provided that they remain active members of the Society.
ii. Participate in the Sage Brush and Purple Sage Brush honor program.
5) ASSOCIATE membership shall be
a. Open to all artists or persons who are interested in furthering the purpose of the Society; and
b. Completed the application process; and
c. Paid annual dues for the current year.
i. Associate members will have voting privileges and may hold executive offices with the exception of President.
ii. Associate members may not use the initials “TWS” with their name or in any resume or similar document.
6) HONORARY members shall be chosen from persons who have encouraged, appreciated or sponsored arts in Texas. The Board of Directors unanimous vote of approval of any name submitted to the Society shall be required for election of an honorary member. Honorary Members do not pay dues or hold office.
7) LIFE member shall be any member attaining the age of 80 years.
8) EMERITUS membership shall consist of members who have served in an outstanding manner. Names of members to be considered for this category should be sent to the Executive Board to be screened by a three-person committee and approved by the Executive Board. This category does not require payment of dues.
9) SAGE BRUSH and PURPLE SAGE BRUSH SOCIETY to honor Signature Members who continue to exhibit in professional competitions. Sage Brush membership requires 50 points and Purple Sage Brush requires 75 points.
a. Membership: Active dues paying members who have acquired points by being accepted and/or receiving awards in recognized competitions. Points accrue from the date the first painting was accepted in TWS.
b. AWS and NWS: 8 points for acceptance, +2 points for an award.
c. All National and Regional Watercolor Shows: 6 points for acceptance + 2 points for an award.
d. Local Watercolor Shows: 4 points for acceptance + 2 points for an award.
SECTION 2. MEMBERSHIP DUES
1) The Executive Board has the authority to raise or lower dues as sound management may require.
2) The fiscal year shall be from January 1st through December 31st.
3) Annual dues are payable no later than March 1st. After March 1st, members who have not paid their dues are suspended from active membership, and may not vote or hold office.
4) The membership committee shall notify, in writing, any members who have not paid their dues by October 1st that
a. dues are in arrears;
b. membership is suspended; and
c. if dues are not remitted by December 1st, they shall be dropped from active membership.
5) The Membership Committee shall notify members who have not paid their dues by December 1st in writing that they have been dropped from the membership.
6) Any member resigning or ceasing to be a member because of failure to pay dues shall forfeit all interest in the property of TWS.
7) A delinquent member of no more than two years may be reinstated to active membership by paying one year’s back dues plus current year’s dues. Signature members delinquent over two years may regain membership under procedures specified for new candidates.
8) Members who have resigned or are no longer active members may not use the “TWS” initials after their names.
ARTICLE IV. EXECUTIVE BOARD “MANAGEMENT OF THE SOCIETY”
The Executive Board shall be responsible to the voting membership for managing the routine affairs, funds and property of the Society in accordance with these By-laws and Standing Rules. The Board shall have the authority to make, adopt, amend or modify the Standing Rules necessary to fulfill the purpose of the Society that are consistent with these By-laws and in fulfillment of any action the Society may take at the membership meetings. The Board shall have the authority to conduct routine business by mail, telephone, or other media considered appropriate. The minutes of the Executive Board proceedings shall be kept in the same book with the minutes of the Society.
The Executive Board shall appoint a Certified Public Accountant at the Exhibition Meeting for audit for 501(c)3 compliance each year in conjunction with the filing of the not-for-profit Federal tax return. The Auditor shall not be a member of the Executive Board.
SECTION 2. MEMBERS OF THE EXECUTIVE BOARD.
Members of the Board shall be the elected officers, the immediate past president, the Directors at Large, and appointed chairs of standing committees. The President of the Society shall serve as the presiding officer. Any member may attend a Board meeting.
SECTION 3. MEETINGS.
The Board shall meet at the request of the President or three of its members. All Board members shall be notified of meetings.
SECTION 4. QUORUM OF THE EXECUTIVE BOARD.
A quorum for the meetings of the Executive Board to conduct business shall be five.
SECTION 5. VOTING AT MEETINGS OF THE BOARD.
A majority vote of the Board members present at any meeting (or polled by telephone or other media considered appropriate by the Board) shall be sufficient to conduct the business of the Board. All members of the Board shall have voting privileges. Members of committees may attend Board meetings, but may not vote
SECTION 6. TENURE OF BOARD MEMBERS.
Tenure for elected officers shall be the term of their office, beginning June 1 and ending on May 31. Appointed members of the Board serve one year with reappointment possible.
SECTION 7. ASSISTANTS TO OFFICERS AND CHAIRS Shall be appointed as needed by the officer or chair.
ARTICLE V. ELECTED OFFICERS
SECTION 1. GENERAL.
The Officers shall be elected from the active membership. The nominee for President shall have Signature status and shall have served one term on the Board. All shall be active members in good standing.
SECTION 2. TERMS OF OFFICE.
1) The term of office for the President shall be two years, non-renewable. The term for other officers shall be two years and the term for all officers shall begin June 1 and end on May 31.
2) All officers except the President may stand for re-election with no limits on the number of years that they may serve.
3) A former President may not run for the Office of President until at least two years have passed. A former President may run for any other office.
SECTION 3. VACANCIES IN OFFICES
1) Should the office of President become vacant in mid-term, it shall be filled, or order of succession, by the First Vice-President, Second Vice-President, Third Vice-President or Fourth Vice-President.
2) Should any other office become vacant in mid-term, the Executive Board shall have the authority to fill the vacancy for the remainder of the term.
SECTION 4. OFFICERS.
The Officers shall be:
2) First Vice-President (Awards)
3) Second Vice-President (Exhibition)
4) Third Vice-President (Catalog)
5) Fourth Vice-President (Membership)
7) Recording Secretary
8) Corresponding Secretary
10) Director-at-Large (3)
SECTION 5. NOMINATION AND ELECTION OF OFFICERS.
1) A Nominating Committee of three members in good standing shall be appointed by the President with the approval of the Executive Board. The Nominating Committee report of nominees, date of the Annual meeting and ballots shall be provided in writing to the membership at least seventeen days prior to the Annual meeting.
2) Election and installation of officers shall be announced at the Annual meeting.
3) A majority of members voting by ballot shall elect the Officers of the Society.
4) Elections shall be made by ballot. When there is only one nominee for the office the election may be by voice vote.
SECTION 6. DUTIES OF OFFICERS
a. Preside at meetings of the Executive Board.
b. Preside at Society membership meetings and determine the agenda.
c. Appoint the Chairs of the Standing and Special Committees.
d. With the Recording Secretary, sign all written contracts and obligations of TWS.
e. Be authorized to sign on all bank accounts and pay any bills of TWS in the absence of the Treasurer;
f. Be ex-officio member of all committees except the Nominating Committee.
g. Perform such other duties as may be required for the benefit of TWS and as may be assigned by the Executive Board.
2) FIRST VICE-PRESIDENT.
a. Perform all duties of the presiding officer in the absence of the President.
b. Serve as Chair of the Prizes and Awards Committee for the Annual TWS Exhibition.
3) SECOND VICE-PRESIDENT.
a. Perform all duties of the presiding officer in the absence of the President and the First Vice-President.
b. Serve as Chair and coordinate all activities necessary to conduct the Annual TWS Exhibition.
4) THIRD VICE-PRESIDENT
a. Perform all duties of the presiding officer in the absence of the President, First and Second Vice- Presidents.
b. Serve as Chair and coordinate all activities necessary to produce the Catalog.
5) FOURTH VICE-PRESIDENT
a. Perform all duties of the presiding officer in the absence of the President, First, Second, and Third Vice- Presidents.
b. Keep a membership roll of the Society.
6) RECORDING SECRETARY
a. Record the proceedings of all meetings of the Society.
7) CORRESPONDING SECRETARY.
a. Conduct all correspondence of the Society.
b. Issue all notices, including those of election to the membership and of the meetings of the Society.
c. Discharge other duties as assigned by the Executive Board of Directors.
a. Notify members when dues are payable.
b. Receive all monies due TWS.
c. Authorized to sign on all bank accounts.
d. Pay all bills of the Society. The Executive Board must approve the programs that generate the bills.
e. Give a report at each TWS membership meeting and give a full report at the Annual Meeting of the receipts and disbursements of the past year.
f. Give a report of the balance in the treasury at the Executive Board meetings or at any time the Board requests the report.
g. Keep accurate accounts of all financial transactions in the books provided for that purpose, that is at all times available for inspection by the Executive Board members.
h. Make accounts available for audit for 501(c)3 compliance each year in conjunction with the filing of the not-for-profit Federal tax return.
i. Not be required to furnish bond.
a. Shall ensure compliance with the Society Bylaws and Standing Rules.
b. Shall ensure parliamentary procedures are followed in accordance with Robert’s Rules of Order Newly Revised.
10) DIRECTORS – AT-LARGE.
a. Shall attend Executive Board meetings.
b. May act as committee chairs.
ARTICLE V – MEETINGS OF THE MEMBERSHIP
SECTION 1. MEETINGS.
1) GENERAL MEMBERSHIP MEETINGS. There shall be a minimum of two general membership meetings per year. The Executive Board shall determine the dates and location, and inform the membership of such.
2) EXHIBITION MEETING. An Exhibition meeting shall be held each year during the Annual Exhibit to announce the Nominating Committee and transact such business as may come before the Society.
3) ANNUAL MEETING. The Annual meeting shall be held to announce the election of Officers and the transaction of other business at such time as determined by the Executive Board.
4) SPECIAL MEETING. A Special Meeting may be called at the discretion of the President or at the written request of ten members. The request shall specify the purpose of the meeting and give ten day’s notice of it’s time and location.
SECTION 2. QUORUM. Eight members shall constitute a quorum.
SECTION 3. VOTING.
1) Members whose dues are current and are in good standing are entitled to one vote.
2) Amendments to the Bylaws shall require a majority vote with a signed ballot favoring the amendment(s) by members in good standing.
ARTICLE VI– HEADQUARTERS
The permanent headquarters of the Texas Watercolor Society shall be located in Bexar County, San Antonio, Texas.
ARTICLE VII – COMMITTEES
SECTION 1. STANDING COMMITTEES.
1) The President shall appoint the Chair of the Standing Committees.
a. Sage Brush and Purple Sage Brush Honor Society
c. Public Relations
2) Any member may serve on a committee at the discretion of the Board. The duties of the committee chairs and members shall be set forth in the Standing Rules and regulated by rules and conditions set forth by the Board.
SECTION 2. SPECIAL COMMITTEES.
The presiding officer shall appoint special committees authorized for any purpose.
ARTICLE IX – PARLIAMENTARY AUTHORITY
The rules contained in the Robert’s Rules of Order Newly Revised shall govern the Society in all cases where they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
ARTICLE X. BYLAWS
A copy of the Bylaws shall be mailed to each member.
SECTION 2. AMENDING THE BYLAWS.
1) The Bylaws may be amended with a majority of signed ballots by members in good standing.
2) A proposed amendment to the By-laws must be presented in writing and be signed by five or more active members to be placed before the membership for vote. The proposal shall be submitted to the President who will inform the Board
3) The corresponding secretary shall mail a copy of the proposed amendment(s) and a ballot to each member in good standing at least two weeks prior to the scheduled meeting for voting.
4) Votes shall be cast at the meeting or by regular mail received by midnight of the day prior to the meeting. The corresponding secretary will collect all ballots and present them to the president. The President shall appoint three members to count the ballots.
5) Amendments to the By-laws shall become effective immediately upon approval. A copy of the amended By-laws shall be mailed to all active members.
ARTICLE XI. DISSOLUTION
Adopted September 19, 2010
Assets of the Texas Watercolor Society upon dissolution shall be distributed for one or more exempt purposes, or to the Federal, State or Local government for public purposes or shall be distributed by a court to another organization to be used in an appropriate manner.
STANDING RULES of ORDER
1. The fiscal year shall be January 1 through December 31.
2. If an officer or chairman should need an assistant, such member shall be selected by the officer or chairman with the approval of the board of directors, and shall be permitted to attend all board meetings.
3. Officers, with the approval of the board of directors, may defray necessary expenses in the discharge of their duties. Any expense over $300. Requires prior approval by the board of directors.
4. The President will write the exhibition forward. Should the President
be unable to write the forward, she/he will name a designated representative for this privilege.
5. Any board, or committee member who has a dispute with the activities of the Society is directed to submit the dispute in writing to the President so that the dispute may be heard by the board and discussed at the next meeting. The member’s presence is required for discussion of the dispute. The Board decision will be final.
6. A board or committee member that is unable to attend a scheduled meeting must inform the president of their intended absence in advance and provide their report to the president at least 3 days prior to the meeting.
7. ROBERTS RULES OF ORDER shall govern all meetings.
8. Meetings of the Society are open to all members. All discussion conducted in meetings by the TWS board of directors shall be held as confidential.