Article 1
Name
The name of this organization shall be the Society of Watercolor Artists, Inc. with headquarters in Fort Worth, Texas (also referred to as SWA).
Article ll
Purpose
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.
Article III
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 Sate and its place of business is Fort Worth, Tarrant County, Texas.
Article IV
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.
Article V
Membership
SWA membership shall be composed of charter, artist, signature, associate 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. Associate members are friends of the Society, non-painters and patrons. They may attend meetings and functions of the Society, but do not have voting privileges and may not serve as officers or 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.
Article VI
Board of Directors
Section1: Management
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. 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. At each annual meeting one-third (1/3) of the total Directors shall be elected so that no less than one-third (1/3) of the total Director positions shall be vacated at any annual election. The original Board shall be elected in such a manner as to establish the one-third (1/3) annual vacancy procedure.
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.
Article VII
Officers
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. 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 manage 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.
Article VIII
Committees
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 composed of the elected and appointed officers and 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. Three (3) members shall constitute a quorum of the Board.
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 (see Article XIII).
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:
EXECUTIVE COMMITTEE:
President
President-Elect
Recording & Corresponding Secretary
Treasurer
EDUCATION:
Director of Programs (speaker/demos)
House & Properties (schedules use of meeting room and tech assistance, assists demo artist)
Monthly Critique
Social Chairman (monthly meeting refreshments, yearly party, exhibit reception refreshments) Painting of the Month
Paint Out Coordinator
Director of Workshops
MEMBERSHIP:
Director of Membership (Telephone correspondence, membership management of new members, and the compilation/printing of the Membership Yearbook.)
Greeters at meetings
EXHIBITIONS:
Director of Exhibitions
Purchase Prize Coordinator
SWA Signatures
PUBLICITY & COMMUNICATION:
Director of Publicity (handles publicity for exhibitions & workshops)
Website
Newsletter Editor
Photography
FINANCE AND MARKETING:
Director of Finance is the Treasurer
Grants and Fund Raising
Budget/Finance
Professional Standards (yearly audit)
Japanese Gardens Festival and other fund raising events
Purchase Prize Program
Article IX
Indemnification
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.
Article X
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.
Article XI
Miscellaneous
Section 1: Fiscal Year
The fiscal year of the Corporation shall be 1 January-31 December.
Article XII
Parliamentary Authority
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.
Article XIII
Amendments
These bylaws may be amended at any regular meeting by two-thirds (2/3) vote provided the amendment has been read and recorded at the previous meeting or by notifying the member ship by mail.
Executive Board Standing Rules
1. Regular meetings of the Society of Watercolor Artists shall be held the third (3rd) Monday of each month September-May, at 7 pm, in the Educational Building of the University of North Texas Health Science Center, 3500 Camp Bowie Blvd, Fort Worth.
2. Standing Committees. The following Standing Committees may be established by the Board as necessary. Each committee shall have a Committee Chairperson.
A. EDUCATION
The Director of Education shall obtain the meeting place for the regular meetings and schedule the lectures and demonstrations. The Director will oversee those who manage the Paint-outs, Video Library, Painting of the Month and Monthly Critiques. The Director will also oversee the works of the House and Properties Chairman. House and Properties is the liason between SWA and the UNTHSC for scheduling our monthly meetings, shall assist the demo artist and shall maintain the physical inventory of SWA.
The Workshop Chairperson shall present to the Board suggestions for potential workshop artists and upon approval by the Board, be responsible as the liason between the Board and the Workshop Artist/Presenter. It is the responsibility of the Workshop Chairperson to plan the location of any workshops and furnish all clerical work (rosters, schedules, directions, contract for workshop presenter, and keep record of fees, etc) involving the Artist/Presenter and enrolled workshop attendees. Any travel expenses, room/board and any other associated expenses must be presented to the Board for approval.
B. MEMBERSHIP
Director of Membership will accept all membership dues and keep a current roll in cooperation with the Treasurer. The Membership Chairperson shall oversee the making of a Membership Directory. This directory shall be published yearly and be distributed to each member. The Membership Director shall also communicate with the Social Chairman for monthly meeting refreshments, yearly party, exhibit reception refreshments and welcome/greet new members and guests.
C. BUDGET & FINANCE
Director of Budget & Finance shall be Treasurer and is responsible for items listed in Section 7. The Grants Chairman writes proposals to the Arts Council for grants. Activites at the Japanese Gardens, or any venue producing profit fall under the direction of the Treasurer.
D. EXHIBITIONS
The Exhibition Director shall oversee two yearly exhibits by making recommendations to the Board of Directors regarding budget, details and other arrangements.
The Annual Juried Membership Show shall be held for current members only. There will also be an Annual National or International Juried Exhibit. The Exhibit Chairperson will submit names of prospective jurors for approval or disapproval by the Board of Directors in coordination with the program chairman and workshop chairman. Because this is a vital link with the community of Fort Worth and encompasses a wide range of tasks, committees may be created to undertake writing the prospectus, shipping arrangements, management of entries, communication with entrants as well as the juror, notifications of acceptance, hanging of the show, title cards for accepted work, and creation of a catalog. Efforts for publicity and the awards reception can be coordinated with the Publicity Coordinator and the Social Chairperson. A coordinator may be chosen to manage the roll of SWA Signature status available to those who appear in five juried SWA exhibits. The Exhibition Director will oversee the Purchase Prize Coordinator who will canvas the community for prospective support through pre-arranged purchases by community businesses or individuals.
E. PUBLICITY AND COMMUNICATIONS
The Publicity Director shall serve as a communications liason for activities recommended by the President or the Board and is responsible for the promotion of SWA exhibitions and workshops. This position also oversees any means of informing the membership (telephone, email, newsletter) which includes the Website, Newsletter Editor and Photography.
3. Annual dues for charter, artists and associate members shall be (first time or renewal members):
Individual: Forty Dollars ($40.00)
Seniors 65 and older: Thirty Dollars ($30.00)
Family: Add five dollars ($5.00) to above amounts
Honorary: Free
The membership year runs January-December. Dues for the upcoming year may be collected beginning in October. Dues not paid by the end of November will be considered overdue and may prevent those members from inclusion in the SWA Members Yearbook.
Non-members will be considered guests at meetings and will forfeit any opportunity to participate in paint-outs, the Annual Juried Membership Show, and any other member privileges.
4. Visitors may attend one meeting as a guest for free. Any subsequent meetings attended will require a fee of Five ($5.00) dollars for attendance as a non-member. Any exception to this payment schedule will be announced through the newsletter or email (i.e. guest fee may be more for a demo at a regular mothly meeting when done in conjunction with a workshop or judging of exhibitions).
5. All bills incurred for current term must be presented for payment no later than the November meeting. Bills incurred after the November meeting must be presented within thirty (30) days after the November meeting for payment.
6. These standing rules may be amended at any regular business meeting of the Executive Board by a two-thirds (2/3) vote or by majority vote with motion of the Executive Board.
E. WORKSHOPS
Workshop Registration:
To register for any SWA workshop the registration form along with a deposit check made to SWA must be mailed to the current Workshop Coordinator. The nonrefundable deposit amount is $75. The full amount must be paid 30 days before the workshop begins. No spaces will be held without a deposit. No refunds will be made by SWA for workshop fees.
Cancellation: Should SWA cancel any workshop all fees will be refunded to registrants.
If a registrant must withdraw from the workshop, they may find their own replacement and must report that change to the Workshop Coordinator. Any exchange of workshop fees shall be handled by the participants involved and not SWA. If a replacement is not found, any payments shall be forfeited.
