The name of this organization shall be the Society of Watercolor Artists, Inc. (also referred to as SWA) with headquarters in Fort Worth, Texas.
The Society of Watercolor Artists shall further the interests of painters in watercolor by its educational programs and competitive exhibits and shall encourage art students and others engaged in watercolor painting. No bias shall be sanctioned among varying schools of art.
Place of Business
The business of the corporation will be transacted in the City of Fort Worth in Tarrant County, Texas and elsewhere within or without the State of Texas, in accordance with the laws of said State and its place of business is Fort Worth, Tarrant County, Texas.
Business of the Corporation
The business of the corporation shall be transacted and conducted by a Board of Directors. The Board Directors of the corporation shall be elected in accordance with the provisions herein.
SWA membership shall be composed of charter, artist, signature, lifetime and honorary memberships. Charter members are those who organized and founded the Society of Watercolor Artists. Artist members are those who paint in water media. Signature members have had work accepted in five (5) juried SWA shows, maintain an active membership and are entitled to display the “SWA” signature on their work. All members have full voting privileges and may serve as officers on the Board of Directors. Honorary membership in SWA may be granted by the Board of Directors to any person who has made a significant contribution to SWA or to the art of watercolor.
Board of Directors
Management of all the affairs, property and business of the corporation shall be vested in the Board of Directors. The number of Directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent Director.
The members of the Board of Directors shall be elected Officers, Immediate Past President and Directors of Standing Committees (See Article VIII, Section3). The Board of Directors may elect Directors to fill vacancies created by an increase in the number of Directors.
Section 2: Election, Vacancies and Term of Office
Directors shall be elected to office at the annual meeting of the Board of Directors from a slate in candidacy for directorship presented by a Nominating Committee or floor nomination. Directors shall be elected to terms of one (1) or three (3) years or until their successors are approved.
Section 3: Registration and Removal of Directors
Any Director may resign by giving written notice of his or her resignation to the Board. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed with or without cause, by two-thirds (2/3) vote of all board members.
Section 4: Quorum
A quorum of the Board of Directors shall consist of a majority of the Board members at any regular business meeting.
Section 5: Regular Meeting
Regular meetings of the Society shall be held monthly except for June, July and August at such time and place as provided for in the Standard Rules.
Section 6: Special Meetings
Special meetings may be called as required by the President or upon written request of any two (2) Board members for such special meetings provided their request specifies the reason which the session shall be called.
Section 7: Notice of Regular and Special Meetings
Each Board member should be notified by telephone or in writing stating the place, day, hour and purpose of a regular or special meeting. Notice shall be given not less than two (2) nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Board member at his address as it appears on the records of the corporation with postage thereon paid. If by telefax or electronic mail, such notice shall be deemed to be delivered upon confirmation of the notice being transmitted.
Section: 8 Waiver
Notwithstanding the provisions of the foregoing sections, a meeting of the Board of Directors may be held at such a time or place within or without the State of Texas as the Board of Directors shall designate and any action may be taken thereat; if notice thereof is waived in writing by every Director having the right to vote at the meeting.
Section 9: Audit
The Board of Directors shall have a qualified accountant examine the books of the Treasurer at least once a year before each annual statement by the Treasurer. The purpose of audit is to certify the accuracy of the books. The accountant shall not be a member of the Board of Directors. At one of the regular meetings of the Board of Directors, the Treasurer shall report on the examination of the books and the financial condition of the corporation. This audit should occur between the September and October regular meetings so that the results may be presented to members at the November meeting. If a vacancy occurs in the office of Treasurer, the departing treasurer’s records shall be audited immediately and reported at the next meeting.
Section 1: Officers
The Officers of the corporation shall be President, Directors, Secretary, Treasurer, Past-President and President-Elect, all of whom have been elected from the membership. These Board members at any meeting may elect or appoint additional officers or engage agents and employees and determine their terms of office and compensation, if any, as those Board members may deem advisable.
Section 2: Election and Term of Office
In September each year the Board members shall appoint a Nominating Committee of up to three (3) members and present to them the offices to be filled. In October the committee will present a list of candidates to fill officer positions to the Board. The Board may accept or reject all or part of such nominees. Nominations will be presented to the general membership at the October meeting. Further nominations may be made from the floor, provided the nominees have consented to serve. An officer shall be elected to serve one (1) year term at the regular meeting in November and shall hold office until a successor is later elected, except in the case of death, resignation, or removal as provided for in the bylaws. Board members may serve in one (1) office for no more than three (3) consecutive one (1) year terms unless that position cannot be filled. The term of office shall be January 1 through December 31. A majority vote shall be necessary to confirm election. Officers shall be installed at the regular meeting in November.
Section 3: Removal of Officers/Directors
Any Officer or Director may be removed, with or without cause, at any time at any Board meeting at which a quorum is present by a vote of two-thirds (2/3) of the Directors then serving in office.
Section 4: Vacancies
Vacancies among the officers shall be filled by a majority vote of the Board members present at any regular or special meeting of the Board at which there is a quorum present. The list of nominations for officer’s positions shall be included with the notice of the meeting at which election is proposed. At that meeting nominations maybe taken from the floor with consent of the person nominated. A vacancy in the office of the President shall be filled by the President Elect. The vacancy thus created in the office of President Elect, shall remain vacant with the understanding that the new President will remain in office the following year.
Section 5: President
The President shall preside at all meetings of the Society and all Board meetings and generally do and perform all acts incident to the office of President. He/she shall have such additional powers and duties as may from time to time be assigned by the Board. Unless otherwise provided for in the bylaws, the President shall not be a voting member of each Board Committee except in case of a tie. Past-President shall act as an advisor to the Board and shall not be a voting member unless serving as Director or head of a committee. President-Elect shall learn the activities and responsibilities of the President and shall not be a voting member of the Board unless serving as Director or head of a committee.
Section 6: Director(s)
In the absence (or inability to act) of the President, the President-elect shall exercise the powers and perform the duties of President. The President-elect shall also generally assist the President and shall have such other duties as may from time to time be designated by the President or by the Board. The Board of Directors manages the Publicity, Exhibitions, Finance, Education, and Membership committees.
Section 7: Treasurer
The Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the corporation and shall be responsible for the keeping of accurate and adequate records of the assets, liabilities and transactions of the corporation. He or she shall deposit, or cause to be deposited, all monies and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as may be designated from time to time by the Board. He or she shall disburse, or cause to be disbursed, the funds of the Corporation based on proper vouchers for such disbursement. He or she shall have charge of the books, records, reports, statements and other documents required by law and see they are properly kept or filed. In general, he or she shall perform all the duties of the office of Treasurer and such other duties as may from time to time be assigned to him or her by the President of the Board. The Treasurer shall submit a proposed budget for adoption to the Board in September. Upon approval there, the budget proposal will be presented for approval by vote of the general membership. A record of monthly financial status shall be delivered at each Board meeting for approval.
Section 8: Secretary
The secretary shall record the minutes of all Board and general meetings as well as correspondence deemed necessary by the Board. The Secretary shall also perform any duties as may be assigned by the President or the Board.
Section 9: Checking Accounts
Checks drawn on any corporation checking account shall only be honored when signed by persons designated by the Board. Checks in the amounts of $500.00 or more will be honored when signed by the President.
Section 1: The Board may resolve to designate additional committees and will determine the power extended to said committee (s) in accordance with the laws of the State of Texas. Each Committee shall keep minutes of proceedings and report to the Board of Directors.
Section 2: The Board
The Board shall be responsible for the transaction of necessary business. The Board shall meet at such time and place as called by the President. A vote by mail, email or telephone is authorized when necessary. A report of any transaction shall be verified and made a part of the minutes at the next Board meeting.
The Board shall make recommendations to the President of changes that need to be made in the bylaws. The Board shall establish standing committees as needed.
Section 3: Standing Committee
The standing committees may be established by the Board as necessary with the Chairperson of each serving as a Director on the Board. The President shall appoint the Directors of the Standing Committees.
The Committees shall consist of:
Recording & Corresponding Secretary
Director of Programs: Schedules monthly demonstrations.
House & Properties: Schedules use of meeting room and technical support and assists demo artist.
Monthly Critique: Provides constructive instruction to participants.
Social Chairman: Provides refreshments for the monthly meetings annual party and all exhibition receptions.
Painting of the Month: Coordinates competition and provides gift certificates to winners.
Paint-Out Coordinator: Coordinates locations for group plein-air outings.
Director of Workshops: Coordinates travel, lodging and workshop space for a board approved artist.
Director of Membership: Management of new and existing members by name with contact information and record of annual payments. The Membership Director will inform the secretary, newsletter editor, president and website manager of each new member and/or any change in contact information. The Membership Director will also provide confirmation of membership status of entrants to juried exhibitions.
Editor of the Annual Membership Directory: Will compile and print the annual Membership Directory for distribution.
Greeters: Will assist Membership Director with signing in guests and members.
Director of Exhibitions
PUBLICITY & COMMUNICATION:
Director of Publicity: Will handle publicity for exhibitions & workshops.
Website Manager: Management of website with all changes subject to board approval.
Newsletter Editor: Will publish and post monthly newsletters to the website.
Print Editor: Design and print postcards and catalogs for exhibitions, calendar magnets of programs, banners, and brochure/postcards to promote SWA.
Photography: Will attend meetings/events and provide images to Newsletter Editor and Website Manager.
FINANCE AND MARKETING:
Director of Finance is the Treasurer
Grants and Fund Raising
Professional Standards (yearly audit)
Japanese Gardens Festival and other fund raising events
Purchase Prize Program
Every person who is or shall be or shall have been a Director or an Officer of the Corporation and his or her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be a party by reason of his or her being or having been a Director or Officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful negligence in the performance of his or her duty as Director or Officer. Costs and expenses of actions for which the Article provides indemnification shall include, among other things, attorney’s fees, damages and reasonable amounts paid in settlement.
Amendment to Bylaws
The Bylaws of the corporation may be amended by a majority vote of the Elected Officers and Directors entitled to vote at any regular or special meeting at which a quorum is present, if the notice of such meeting contains a statement of the proposed amendment or amendments.
Section 1: Fiscal Year
The fiscal year of the Corporation shall be 1 January through 31 December.
The current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Society may adopt.