By-Laws of the Minnesota Watercolor Society

PURPOSE

Section 1.00              Purpose: To further the development of the watercolor artist by providing a supportive environment with education and exhibition opportunities and to promote public appreciation and greater visibility of the art.

Section 1.01              Offices. The registered office of this organization shall be the current membership chairperson. The organization shall have such other offices as the Board of Directors may, from time to time, determine.

MEMBERS

Section 2.01              Members. The members of this organization shall include anyone who wishes to join the Society, pay the annual dues and will not be confined to the residents of the Twin Cities.

Section 2.02              Honorary Membership. Honorary membership with the approval of the Board of Directors may be given from time to time to special friends of the Society.

Section 2.03              Annual Dues. Annual dues shall be paid at the time a prospective member joins the Society and payable on May 1 thereafter. The Board of Directors can increase or decrease the annual dues to be approved by the membership.

Section 2.04              Membership Meeting.

All meetings of the members shall be held in person at the rented venue of the organization, or by video conferencing as determined by the executive board.

Section 2.05              Annual Meeting. Annual meetings will be held on or before the 15th day of April as determined by the Board of Directors when MNWS members shall elect, by majority vote, the Officers/Executive Board (hereafter referred to as O/E) of the organization.

Section 2.06              Notice of Annual/Special Meetings. Email notice of the annual meeting of the members and the date, time, place and in the case of a special meeting, the purpose shall be emailed at least 10 days and not more than 60 days prior to the meeting to each member. The business transacted at the special meeting of the members shall be limited to the purposes stated in the notice of the meeting.

Section 2.07              Quorum. Each member shall be entitled to one vote and all elections and decisions shall be decided by a majority of the members present.

1.      OFFICERS/EXECUTIVE BOARD

Section 3.01              Officers/Executive Board (O/E) The membership at its annual meeting shall elect from its own membership, a President, Vice President, Secretary and Treasurer.

Section 3.02              Term of Office. The O/E of the organization shall hold office for two years or until their successors are chosen and qualified. No officer shall hold the same office for more than two consecutive terms.

Section 3.03              President. The President shall be the chief executive officer of the organization and shall preside at all the meetings of the members and Board of Directors and shall have general active management of the business of this organization and shall see that all orders and resolutions of the members of the Board are carried into effect.

Section3.04               Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and performs such other duties as the President of the Board prescribes.

Section 3.05              Secretary. The Secretary shall attend all sessions of the Board of Directors and record all votes and the minutes of all proceedings in a book kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall cause to be given notice of all annual meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the President of the Board of Directors under whose supervision the Secretary shall serve.

Section 3.06              Treasurer. The Treasurer shall have the custody of corporate funds and securities and shall keep a full and accurate account of receipts and disbursements and books belonging to the organization and shall deposit all monies and other valuable effects in the name and to the credit of the President of the Board of Directors. The Treasurer shall disburse the funds of the organization as may be ordered by the President of the Board of Directors taking proper vouchers therefore and shall render to the President and the Board of Directors at the regular meeting of the Board, or, whenever they may require it, an accounting of transactions as Treasurer and of the financial condition of the organization.

Section 3.07              Assets. None of the officers of this organization shall sign any notes of bonds for others or otherwise encumber the assets of this organization without the written consent of the Board of Directors. None of the officers of this organization shall have any right or interest in the assets of the organization. Bank accounts shall name both the President and Treasurer as responsible parties.

Section 3.08              Vacancies. If the office of a director or an officer becomes vacant by reason of health, resignation, retirement, disqualification or removal from office or otherwise, the President shall select a successor, with the approval of the Board of Directors.

2.  BOARD of DIRECTORS

Section 4.01              The business of the organization will be managed by its Board of Directors which shall not be less than four (4) nor more than (22) in number. The Board of Directors shall consist of the O/E of the organization and the standing committee chairpersons.

Section 4.02.             Committee Chairmans. The Board of Directors shall recruit and approve committee chairpersons. The committee chairperson shall recruit their own committee members. The standing committees will be Membership, Program, Newsletter, Marketing/Communications, Spring Exhibition, Fall Exhibition, Signature Membership, Liaison to Northstar Watermedia, Hospitality, Historian and Past President.

Section 4.03              Annual Meetings. The regular annual meeting of the Board of Directors shall be held without notice and immediately following the adjournment of the annual meeting of the members to transact such business as may properly come before it. This meeting shall be either in person or via video conference.

Section 4.04              Regular Meetings. The regular meeting of the Board shall be held at the place and time designated by the President. This meeting shall be either in person or via video conference.

Section 4.05              Special Meetings of the Board. Special meetings of the Board may be called by the President at any time and shall be called whenever requested to do so in writing or by email by any member of the Board. Notice of the special meeting may be given to each Director personally, or by mail, or email, or electronically at least five (5) days prior to the meeting. Any actions taken at a special meeting of the Board of Directors will be documented and approved by a quorum of the Directors. This meeting shall be either in person or via video conference.

Section 4.06              Quorum. At meetings of the Board, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any such meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4.07              Powers of the Directors. The Directors are authorized and directed to incur expenses for legal and accounting services and for the investment of funds of this organization on hand from time to time.

Section 4.08              Prohibited Activity. The Board of Directors and this organization is prohibited from making contributions or taking any action that promotes, or in the name of this organization, engaging in any activity which tends to influence legislation or intervenes in any way, in any political campaigns, at any level of public government.

Section 4.09              Other Powers. The Board of Directors shall have the power to do all lawful acts necessary and expedient to the fulfillment of the purpose of this organization that are not conferred upon the members by these bylaws, by the Articles of organization or by Statutes.

3.  GENERAL PROVISIONS

Section 5.01              Any member shall be permitted to inspect the books of the organization at any reasonable time.

Section 5.02              Checks and Notes. Checks and notes in excess of $1500 of the organization shall be signed by the Treasurer and countersigned by either the President or Vice President.

Section 5.03              Fiscal Year. The fiscal year shall begin January 1st of each year.

Section 5.04              Amended By-Laws. These by-laws may be amended or altered by a vote of a majority of the whole Board of Directors at any meeting provided that notice of such proposed amendment shall have been given in the notice of such meeting. Such authority in the the Board of Directors is subject to the power of the members present and represented at any annual meeting or any special meeting called for that purpose to alter or rescind such amendment. The Board of Directors shall not make or alter they by-laws fixing their term of office.

Section 5.05              Dissolution. If it is determined that the the organization be dissolved, the assets will be distributed upon dissolution to the Northstar Watermedia Society.

Revised September 2021