PHILADELPHIA PASTEL SOCIETY

BY-LAWS

Article I

Name of Organization

The name of the organization shall be the Philadelphia Pastel Society (the “Society”).

Article II

Purpose and Mission Statement

1. Stimulate in the general public an interest in and appreciation of the use and qualities of soft pastel as a fine art medium.

2. Establish a supportive community of pastel artists where ideas are shared and educational activities benefit the goals and abilities of its members.

3. Promote fellowship among members and within the larger community of professional and non-professional pastel artists.

4. Provide opportunities for members of the Society to exhibit their work.

Article III

Membership

1. Any person who is interested in the Society’s mission and who pays dues may become a “Member” of the Society.

2. Members who meet certain criteria as defined in the Society’s policies and procedures may become “Signature Members” of the Society.

3. Annual membership dues and payment schedule shall be determined by the Executive Board.

4. Members may have their membership status revoked for:

   1. non-payment of dues or assessments,

   1. failure to conform to the By-Laws and/or the policies and procedures of the Society, and

   1. any other serious breach of the Society’s mission as determined by the Executive Board.

Article IV

Meetings

1. The Society will hold a meeting of the Members in September, October or November of each year to conduct the business of the Society (the “Annual Meeting”). 

2. Additional meetings of the Members will be held at the discretion of the Executive Board.

3. Meetings will be conducted according to Robert’s Rules of Order.

4. Notice of the date, time and venue of all Members meetings shall be sent to the Members at least 30 days prior to the meeting date.

Article V

Executive Board

1. The “Executive Board” shall be comprised of six voting Members, including the President, Vice President, Secretary, and Treasurer of the Society (collectively, the “Officers”), plus two additional persons (appointed by the President) who are Chair Persons of a standing Committee of the Society.  The President may also invite the immediate past President to be a non-voting member of the Executive Board.  Members of the Executive Board who are not Officers of the Society are appointed by the President. 

2. The Executive Board shall have the power to manage the activities, properties, and affairs of the Society, including setting the dues policy and fixing the date, time and venue for the Society’s Annual Meeting.

3. The Executive Board shall approve all expenses and disbursement of the Society’s funds and ensure that Society funds only be expended on Society matters.

4. The Executive Board shall meet prior to the Annual Meeting and at such other times as determined by the President.

5. Any Executive Board Member may resign from the Executive Board at any time by written notice to the President or Secretary.

6. If a position on the Executive Board becomes vacant for any reason, the remaining members of the Executive Board shall elect a successor for the unexpired term of said board member.

Article VI

Officers

1.  The “President” shall:

   1.  direct the affairs of the Society,

   1. supervise the activities of the Officers of the Society,

   1. appoint and supervise the activities of the Chair Persons of the Committees of the Society, and may participate as ex-officio member of any or all standing committees,

   1.  alert members to matters that may affect the society,

   1. along with the vice president, prepare Executive Board meeting agendas and approve Member meeting agendas,

   1. preside over Executive Board and Member meetings,

   1. be the primary Society interface to outside groups, including the International Association of Pastel Societies (IAPS) and Pastel Society of America (PSA),

   1. sign or co-sign Society contracts as required, and

   1. be, along with the Treasurer, one of two designated signers for the Society’s bank accounts.

2. The “Vice President” shall:

   1. Report to the President and assist the President with his or her duties,

   1. assume the office of President when the office is vacated during the tenure of the President or when the President is unable to serve,

   1. prepare, for approval by the President, agendas for Member meetings and events,

   1. serve as Chair Person of the Nominating Committee, and

   1. oversee implementation of the By-Laws and the policies and procedures of the Society.

3. The “Secretary” shall:

   1. report to the President and be responsible for all Society correspondence as directed by the President,

   1. record and furnish minutes of Executive Board and Member meetings, and

   1. maintain a permanent file of the minutes, which will include all reports by the Treasurer.

4. The “Treasurer” shall:

   1. report to the President and be responsible for the financial records of the Society,

   1. maintain accurate records of the financial accounts of the Society,

   1. present a financial report at all regularly scheduled Executive Board meetings,

   1. effectuate payment of all debts of the Society, and

   1. be, along with the President, one of two designated signers for the Society’s bank accounts.

Article VII

Nomination and Election of Officers

1. Nominations for elective office shall be made by the Nominating Committee.  Nominations may also be made by any Member.

2. Members of the Executive Board shall serve as members of the Society’s Nominating Committee. The Committee shall be chaired by the Vice President.

3. The Nominating Committee shall seek and recruit at least one eligible and qualified Member for each elected position.  No name shall be placed in nomination without the consent of the nominee to serve, if elected.

4. Prior to each Annual Meeting at which Officers will be elected (an “Election Meeting”), the Nominating Committee shall meet and determine a slate of persons to stand for election as Officers at such meeting (“Officer Candidates”).

5. At least 30 days prior to each Election Meeting, notice of the meeting shall be sent to the Members (“Notice of Election”).

6. The Notice of Election shall include the date, time and venue of the Election Meeting, the names of the Officer Candidates and solicit additional names of Members to be added as possible candidates.  All candidates must be Members in good standing of the Society.

7. At the Annual Meeting the Officers shall be elected by majority vote of Members present at the meeting. Only Members in good standing may vote.  

8. Officers shall hold their positions for a term of two years, beginning January 1 following the Annual Meeting at which they were elected.

Article VIII

Committees

1. The Executive Board may authorize standing or ad hoc committees (each, a “Committee”) as deemed necessary to conduct the business of the Society. These may include but are not limited to Nominating Committee, Membership, Annual Members Show, National Juried Exhibition, Website, Communications/Marketing, Workshop, Programs, Plein Air Events, and Hospitality Committees.

2. Committee Chair Persons shall be appointed by the President and must be members in good standing of the Society.

3. If a Committee requires operating funds, the Committee Chair Person shall prepare a proposed budget and present it to the Executive Board for approval.

4.  The Executive Board shall provide guidance to the Committees and Committee Chair Persons shall keep the Executive Board apprised of the Committee’s activities.

Article IX

Fiscal Year and Dues

1. Unless changed by the Executive Board, the Society’s fiscal year shall run from January 1st to December 31st.

2. Dues will be determined by the Executive Board and shall be assessed and paid on a fiscal year basis.

Article X

Policies and Procedures

1. Policies and procedures consistent with the By-Laws and with the objectives of the Society may be adopted and amended from time to time by the Executive Board.

2. Such policies and procedures and any changes made thereto shall be made available to the Society Membership with an official copy maintained electronically.

Article XI

Amendments

1. The By-Laws may be amended by the Executive Board and, prior to becoming effective, must be approved by a majority vote at the Annual Meeting.

Article XII

Limitation of Liability

1. No Member shall be entitled to receive any compensation for their service as an Officer, Executive Board member or Chair Person of any Committee (each, a “Responsible Person”).

2. No Responsible Person shall be liable to the Society for any claim for damages or loss resulting from an act or omission taken by such person in the furtherance of the business of the Society in good faith and without gross negligence or willful misconduct.

Article XIII

Indemnification

1. The Society shall indemnify and hold harmless all Responsible Persons from personal financial loss and expense arising out of any claim, demand, suits or judgement asserted against a Responsible Person as a result of an act or omission taken by such person in the furtherance of the business of the Society in good faith and without gross negligence or willful misconduct.

2. Such right of indemnification shall not be deemed exclusive of any other right to which the said person may be entitled as a matter of law.

Article XIV

Dissolution

1. In the event it becomes necessary for the Society to dissolve, the Executive Board shall adopt a resolution recommending dissolution and send official notice to all Members that such action will be discussed at a meeting of the Membership, giving the time, venue and date of meeting.

2. The Executive Board shall oversee the liquidation and distribution of the Society’s assets as follows:

   1. First, to pay all liabilities and obligations of the Society.

   1. Any Society assets remaining after such payments shall be distributed to other associations with similar objectives as determined by the Executive Board.

3. No tangible assets of the Society shall be distributed to any Member of the Society.

Version 1.0

Approved by Executive Board on June 24, 2019

Ratified by the Members on October 5, 2019.