Article I. Name and Purpose
Section 1. The name of the corporation is Waterloo Watercolor Group (WWG or
Section 2. The purpose of WWG is to provide watercolor painting and water
media education through exhibitions, programs, and events.
Section 3. WWG is a non-profit corporation organized exclusively for educational
purposes under 26 U.S.C. section 501(c)(3) of the Internal Revenue Code of
1986, as amended.
Article II. Membership and Dues
Section 1. Any person interested in watercolor and water media painting may
join WWG upon the payment of annual dues, the amount of which shall be set by
the board of directors. Members may vote in general membership meetings and
are eligible to serve on the board of directors.
Section 2. The board of directors may grant honorary memberships to persons
who have made exceptional contributions to WWG, watercolor painting or water
media art. Honorary members are perpetually exempt from annual dues and are
entitled to all the benefits of paid membership, such as the right to vote at
general membership meetings, enter shows, and attend workshops.
Article III. Board of Directors
Section 1. The board of directors governs WWG and shall conduct business in
accordance with the bylaws and applicable federal, state, and local law.
Section 2. The board shall consist of ten or more directors of which five are
executive officers. Four executive officers of the board will be elected by the
membership and consist of a president, vice-president, secretary, and treasurer.
The fifth executive officer shall be the immediate past-president of the board of
directors. The executive officers will appoint directors of exhibitions, major
workshops, education, activities, membership, communications, and web
management. They will appoint additional directors as the officers determine are
Section 3. The board of directors shall meet upon the call of the president or, if
that office is vacant, upon the call of any executive officer.
Section 4. A quorum shall be a majority of the board of directors. A simple
majority of the quorum is authorized to act on behalf of the board.
Section 5: The president shall notify directors at least thirty (30) days before a
board meeting by print or electronic media. The day of the meeting shall be
counted as the thirtieth day. The secretary shall include a statement in the
minutes that timely notice was given.
Section 6: The board may hold emergency meetings on fewer than thirty (30)
days’ notice to address urgent business.
Section 7: The president may decide that a regularly scheduled or emergency
board meeting or vote will be held in person or by any reliable method of
Article IV. Executive Officers
Section 1. The executive officers consist of a president, immediate past
president, vice-president, secretary, and treasurer. Executive officers serve two
(2) year terms and are elected by a simple majority of the membership at a
general membership meeting at which a quorum of fifteen percent (15%) of the
membership is present.
Section 2. The president manages WWG, calls and presides over board and
general membership meetings, approves WWG disbursements that exceed an
amount to be set by the board of directors, co-signs WWG contracts for major
workshops, disburses WWG funds when the treasurer is unavailable, and
appoints committee chairs. The president is authorized to conduct all necessary
and lawful business on behalf of WWG. The president’s necessary and lawful
activities do not require ratification by the board of directors although the
president shall report activities at board meetings.
Section 3. The vice-president fulfills the duties of the president when the
president is unable to fulfill them or the presidency is vacant. She will assist the
president as necessary in all board activities. If the president is unable to
actively serve as president for more than sixty (60) days, the board may
nominate and elect a president to serve until the next regularly scheduled
general membership meeting at which a board election is held.
Section 4. The secretary is responsible for recording and maintaining WWG’s
bylaws and the minutes of the board of directors and general membership
meetings and for archiving non-financial records, such as historical papers,
photographs, contracts, policy and procedure manuals, and the like, whether in
paper, electronic or other format.
Section 5. The treasurer is responsible for managing WWG’s funds, organizing
and maintaining accurate records of financial transactions, and regularly
reporting financial information to the board of directors. The treasurer shall
prepare a draft annual budget and submit it to the board of directors for approval
or revision. WWG’s accounting and tax records shall be maintained on a
calendar-year and cash-basis.
Section 6. The immediate past-president advises and consults with the
president as requested. She should install new officers at an annual membership
Section 7. The executive officers shall establish standing and ad-hoc
committees to which the president will appoint directors. These directors shall
appoint members to their committees in consultation with the president.
Section 8. A vacancy among executive officers occurs when an officer is
unable or unwilling to perform official duties for more than sixty (60) days. The
president shall appoint interim officers for the remainder of a vacating officer’s
term or until the officer is able to resume duties.
Article V. Program Directors
Section 1. Program directors shall serve on the board of directors, but do not
need to be elected by the membership. Program directors are appointed by the
president. The executive board will set the number and type of program directors
and their responsibilities. Program directors will serve two (2) year terms.
Section 2. The director of exhibitions shall organize, manage, and operate
Section 3. The director of major workshops shall organize, manage and operate
educational events of more than one day’s duration, such as multiple-day
watercolor painting workshops, and other major events as directed by the board
Section 4. The director of education shall organize, manage, and operate
educational events lasting one day or less, including, for example, workshops,
painting and related demonstrations, and other art education.
Section 5. The director of membership shall manage campaigns to attract and
develop new and renewing members and organize membership information.
Section 6. The director of activities shall plan the group’s annual party and shall
plan and execute other activities such as trips to outside events, paint-outs and
other events that may be assigned by the president or board of directors.
Section 7. The director of communications shall convey information about WWG
in a regularly distributed newsletter.
Section 8. The director of web management shall maintain WWG’s website by
providing updates as requested by other directors and by working with outside
help as necessary.
Section 9. A vacancy among program directors occurs when a director is
unable or unwilling to perform official duties for more than ninety (90) days. The
president shall appoint interim directors for the remainder of a vacating officer’s
Article VI. General Membership Meetings
There shall be at least one general membership meeting annually and there may
be more. The general membership shall meet after the president gives thirty (30)
days’ written notice of the date, time, location, and purpose of the meeting by any
reliable method of communication. A quorum to conduct business at a general
membership meeting shall be fifteen percent (15%) of members. General
membership ballots may be cast by any reliable method of communication prior
to the meeting and results will be tabulated and announced at the meeting. Upon
request, the board will provide members with tabulated results of the balloting.
Article VII. Amending the Bylaws
The bylaws may be amended by the board of directors after thirty (30) days’
notice to the membership. The current and proposed bylaws shall be distributed
to the membership by any reliable method of communication. The board shall
provide members with paper or electronic copies of the current and proposed
bylaws upon request. The board shall invite the membership to comment on the
proposed bylaws before or during the board meeting at which the vote will be
Article VIII. Dissolution
Upon dissolution of the corporation net assets shall be distributed according to
26 U.S.C. section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
or shall be distributed to the federal government for a public
purpose. Undistributed net assets, if any, shall be submitted for distribution to a
court of competent jurisdiction in Travis County, Texas.
Article IX. Miscellaneous
No part of the net earnings of the corporation shall inure to the benefit of or be
distributed to its members, directors, trustees, officers or other private citizens,
except that the corporation shall be authorized to pay reasonable compensation
for goods and services and to make payments and distributions to further the
No substantial part of the activities of the corporation shall include promulgating
political propaganda or attempting to influence legislation, and the corporation
shall not participate or intervene in (including, without limitation, by publishing or
distributing communications) any political campaign on behalf of any candidate
for public office.
The corporation shall not carry on activities prohibited to: (a) a corporation
exempt from federal income tax under 26 U.S.C. section 501(c)(3) of the Internal
Revenue Code of 1986, as amended or (b) a corporation the contributions to
which are deductible under 26 U.S.C. section 170(c)(2) of the Internal Revenue
Code of __ , as amended.
Any provision of the bylaws held by a court of law to be invalid is severable from
all other provisions and will remain in effect.