Waterloo Watercolor Group

2022-01-31 WWG Heading

An organization of Watercolor artists
in Austin and Central Texas

BY-LAWS – Waterloo Watercolor Group

 Article I- Name and Purpose:

Section 1.  Name: The name of the corporation is Waterloo Watercolor Group.

Section 2.  Purpose: The purpose of the Waterloo Watercolor Group is to advance the practice and appreciation of watercolor  and water media painting through paint-outs, programs, demonstrations and exhibitions.

Section 3.  Said corporation is organized exclusively for  educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.

Article II – Membership and Dues:

Section 1.  Active Members: Any person interested in watercolor painting becomes a member upon the payment of annual dues, the standard amount of which shall be determined by the Board of Directors.  Active members shall have full voting privileges and are eligible to serve as officers upon election.  Membership dues are payable in the year that a member joins the Group.  There are no partial year dues discounts. Thereafter, annual membership dues are payable November 1st through December 31st

Section 2.  Honorary Members: Honorary membership may be granted by the Board of Directors to any person who has made a significant contribution to the Group or to watercolor art.  Honorary membership shall be for life with no dues payable and entitles the honorary member to all the privileges of an active member.  The Board of Directors shall publish in the newsletter and notify the Treasurer of the name of each person granted honorary membership.

Article III – Board of Directors:

Section 1.  Authority: The Board of Directors shall be the governing authority of the Group and shall govern according to the terms of the by – Laws.  The Board shall decide any matter presented to it by a Director, but need not specifically ratify each management decision or action of the President unless called upon to do so by a Director.  Any matter specified in these by – Laws as requiring action by the Board of Directors shall be decided by the Board of Directors.

Section 2.  Membership of the Board: The members of the Board of Directors shall be the currently elected officers of the Group and the immediate past president.

Section 3.  Meetings and Quorum: The Board of Directors shall meet upon the call of the President or, if that office is vacant, upon the call of any member of the Board of Directors.  A quorum shall be five (5) Directors and a majority shall determine any action.

Article IV – Officers:

Section  1.  President: The President shall have the responsibility for the general management of the Group.  The President’s responsibilities include but are not limited to 
A.  Presiding over meetings of the Board of Directors and general membership meetings.
B.  Appointing the Chairmen, members and duties of any special committees, including a nominating committee to prepare a slate of officers for the following year.
C.  With co-signature of the Secretary, signing any written contracts and obligations of the Group.
D.  Signing checks on the Group’s financial accounts when the Treasurer is unable to do so.

Section  2. Vice – President:   The Vice – President shall 
A.  Preside over any meeting of the Board of Directors or any general membership meeting in the absence of the President.
B.  Assume the duties and responsibilities of the President when that office is vacant.
C.  Organize and direct any Group exhibition and appoint special committees to assist the Vice-President.  Exhibition committees appointed by the Vice-President have full authority to set rules and regulations necessary for specific exhibitions, subject to any standing exhibition rules adopted by the Board of Directors.  Group members are encouraged to cooperate with the exhibition committees.

Section 2a. Second Vice – President: The Second Vice-President shall 
A.  Preside over any meeting of the Board of Directors or any general membership meeting in the absence of the President and Vice-President.
B.  Organize and direct all workshops and appoint any special committees needed to assist the Second Vice-President.
C.  Find locations for workshops.
D.  Inform membership and the general public of upcoming workshops and demos via newsletter, web sites, newspaper, radio and TV and general announcements, including a description of the artist and his or her approach to the workshop.  Open workshop to non-members if there is adequate room.
E.  Be responsible for the workshop budget to assure that the price charged participants will cover the annual expenses of the workshops.
F.  Keep a record of income and expenses of all workshops. The Second Vice-President may fully participate in workshops.

Section 3.  Secretary: The Secretary shall 
A.  Maintain a written record of the meetings and actions of the Board of Directors and of the general membership meetings. (Provide  copy to Web Director for member review.)
B.  Sign checks on the Group’s financial accounts when the Treasurer is unable to do so.
C.  Handle correspondence and maintain a record file of all significant written communications.
D.  Be responsible for thank you notes, get well cards, and condolences after notification by a member.
E.  Serve as substitute editor (or as an assistant) in the event the editor is unable to complete the publication of the newsletter on time.
F.  As per Article VI in the by- laws, handle amending the by-laws.

Section  4.  Treasurer: The Treasurer shall 
A.  Manage the deposit, investment and disbursement of the Group’s funds.
B.  Keep accurate written records of the Group’s financial affairs.
C.  Sign checks individually to disburse funds for obligations of the Group.  If the Treasurer is unable to sign checks for the Group, either the President or the Secretary may sign checks individually to disburse funds for obligations of the Group.  Signature cards for all of the Group’s financial accounts shall bear the signatures of the Treasurer, the President and the Secretary, enabling each of them to sign checks without a co-signature.
D.  Submit a written financial report at each general membership meeting and at any meeting of the Board of Directors at which any member of the Board requests the Treasurer to do so.
E.  Cause notice to be published in the Group’s newsletter that annual membership dues are payable by December 31.
F.  Maintain an accurate list of all the honorary members of the Group.
G.  Serve as Chairman of a budget committee.  This committee shall consist of the present Treasurer, the past Treasurer and the Vice-President and any other Board member the Treasurer may choose to appoint.

Section 5.  Communications Director/ Editor:  shall publish a monthly newsletter to be mailed to each  member of the Group.      

Section 6.  Activities Director : shall
A.  Schedule the time and place of monthly paint-outs and shall organize any other social activities of the Group including general meetings and the holiday party.            
B.  Make all information available to the members via newsletter, website, and email.

Section 7.  By – Laws Director/ Historian: shall 
A.  Advise the Board of Directors and the general membership regarding the contents of the By-Laws, and shall make written recommendations to the President regarding appropriate changes to the By-Laws.
B.  Keep a record of the activities of the Group by maintaining a scrapbook of the Group’s activities, taking photos, and posting pictures on website.

Section  8.  Membership Director :  The Membership Director shall
A.  Collect, compile and distribute membership roster booklet,  and update all changes of address, emails and the like as notified by members. Share changes with Treasurer, Newsletter Editor and Web Director.
B.  Forward dues and new member checks to Treasurer.
C.  Mail roster to new members.
D.  Ensure that membership is notified in newsletter and email of all dues payment dates between Nov. 1st and Dec. 31st for the following year.

Section 9.  Web Director:  The Web Director shall
A.  Oversee a paid professional consultant who shall maintain the
WWG website. The consultant’s duties and salary shall be ratified by the Board of Directors.
B. Provide the web consultant with all updates for the website.
C. Collect fee for membership Links and relay them to Treasurer.

Section10.  Librarian:  shall
A.  Maintain a library of books, video tapes, and DVD’s for use of the members.
B.  Submit an annual list of materials to be included in the membership book and on the website.
C.  Maintain and sell watercolor paper that is purchased in bulk by WWG.

Section 11. Term of Office: The term of office of each officer shall be one year, from the time of election to office until and including the January general membership meeting.

Section 12.  Election of Officers: Officers shall be elected at the January general membership meeting by a majority of the members present.

Section 13.  Vacancy in Office: Upon a vacancy in any office the President shall appoint a successor to fill the remaining term of the officer.  Upon a vacancy in The President’s office, if the Vice-President is unable to do so, the Board of Directors shall elect a new President to fill the remaining term.

Article V – General Membership Meetings:

There shall be not less than two general membership meetings each year, the first being in the last week of January and the second being in the Fall.  The general membership shall meet at any additional time on call of the President.  The President shall cause notice of each general membership meeting to be published in the newsletter at least thirty (30) days prior to the meeting date. A quorum to conduct business at any general membership meeting shall be (15%) of the current members of the Group.

Article VI – Amending the By-Laws:

The By-Laws may be amended only by the general membership at a general membership meeting in accordance with the following procedure:

Section 1.  Approval by the Board of Directors: The proposed change in the By-Laws must be approved by a majority of the Board of Directors.

Section 2.  Notice and Absentee Ballots: A draft of the proposed change must be published in the newsletter at least thirty (30) days prior to the general membership meeting.  A ballot for use by members who are unable to attend the general membership meeting shall be published with the draft of the proposed amendment.

Section 3.  Secretary to Receive Absentee Ballots: Any member may vote on the proposed amendment by marking and mailing the ballot to the Secretary.  The Secretary is responsible for bringing to the general membership meeting any ballots the Secretary has received prior to the meeting.

Section 4.  Absentee Ballots as Part of Quorum: At the general membership meeting, the written ballots in the possession of the Secretary shall be counted as part of the quorum for the sole purpose of determining the meeting’s capacity to act on the proposed amendment, but not for the purpose of determining the meeting’s capacity to conduct any other business.

 Section 5.  Two-Thirds Majority Necessary to Amend the By-Laws:              
The proposed amendment becomes part of the By-Laws upon an affirmative vote of two-thirds of the members voting, whether in person or by absentee ballot.

Article VII – Dissolution:

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code or shall be distributed to the Federal Government for a public purpose.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article VIII – Miscellaneous:

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private citizens, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing of or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or corresponding section of any future Federal Tax Code.


Article IX – Effective Date of the By-Laws:

These By-Laws become effective upon adoption by the membership using the same procedure required by Article VI.

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