Florida Watercolor Society By-Laws

ARTICLE I: NAME AND PURPOSE

A. This document, updated in 2016, replaces all previous by-laws and amendments of the Florida Watercolor Society.

B. NAME:  The name of the organization is The Florida Watercolor Society (FWS).

C. PURPOSE:  The purpose of this society shall be to:

a. Educate the public as to the importance of watercolor as a creative and permanent painting medium.

b. Contribute to the cultural atmosphere and standards of the State of Florida.

c. Support and educate members of FWS and other watercolor organizations in their worthwhile endeavors in watercolor painting.

D. LOCATION:  FWS is a non-profit, tax-exempt, Florida Corporation with headquarters located at the address of the Treasurer.

E. DEFINITION:  Watercolor painting is defined as painting in water-soluble media on all surfaces created for watermedia, framed and placed under suitable glazing material (Plexiglas). For example: paper, clay coated surfaces (Clayboard, Aquabord), synthetic surfaces, (Yupo, Tiger Rag), illustration board, paper mounted board and flat watercolor canvas would be allowed.

ARTICLE II: MEMBERSHIP

A. CATEGORIES.  There shall be three (3) basic classes of membership:  Associate, Participating and Signature.  All Members (Associates, Participating and Signature) may vote in all elections.  In addition, there are membership sub- categories of Life, Charter, Non-Resident, Corporate and Honorary.  Any member who moves out of the state may retain membership subject to payment of membership categories.

1.  Associate Membership

a.  Only Florida residents are eligible to become associate members.  Since many people do not spend the entire year in the state, residency requirements including a Florida mortgage or lease or a Florida drivers license.  This is offered as a guide only and will be subject to review by the Membership Chair and the Board of Directors.

b. Associate Membership shall be extended to any individual meeting the residency requirements and paying the annual dues.  A person who does not fulfill the requirements for membership in the Society may become a “Non-Resident Associate Member”.  Under this category the NRA member will have all membership privileges as an Associate Member except that he/she may not enter the FWS juried exhibit, vote in the affairs of the society, or become an officer in FWS.

c. Honorary Associate Membership is given as an honor only, without the usual monetary requirements.  No membership privileges are granted, nor is entry into the Annual Exhibition allowed.  Honorary Membership is granted only upon unanimous approval of the Board.

d. Associate Members, comprising over half of the FWS total membership, represent a broad array of skills.  The Nominating Committee may, in the interest of the Society, select an Associate Member to run for any office except for the Presidency or any Vice President position.  If elected, that member would have all the rights and privileges of fellow Officers and Directors during the term of office only.

2.  Participating Membership

a.  In order to become a Participating Member, one must:

i. Be a paid-up Associate Member, not in arrears.

ii. Enter a watermedia eligible painting and have such painting exhibited at one (1) FWS Annual Exhibition.  It is noted that an individual may enjoy Associate Membership, by payment of dues, until such time as he/she qualifies for Participating Membership.

b.  Having once qualified for Participating Membership in accordance with subparagraph (1) and (2) above, only regular payment of dues is required to maintain status.  After an individual has qualified for Participating Membership he/she shall be so informed by a member of the Board.

c. Participating Members are permitted to vote and are authorized to hold office with all powers and authority of the Society invested, except as noted below.

d. In exceptional cases, a membership may be terminated for cause by the Board of Directors, a majority of members present and concurring.

e. Reinstatement of a Participating Membership which has lapsed because of non-payment of dues may be effected by the payment of dues for the current year and those years in arrears.

3.  Signature Membership

a. In order to become a Signature Member one must:

i. Be a paid-up Participating Member no annual payments in arrears..

ii. Enter watermedia eligible paintings and have such paintings exhibited in three (3) FWS Annual Exhibitions.  This includes qualifying for Participating Membership and acceptance and participation in two (2) additional Annual FWS Exhibitions.  Each accepted entry must be different.

b. Having once qualified for Signature Membership in accordance with subparagraphs (1) and (2) above, paragraphs b, c, d and e under Participating Membership will apply.

c. Signature Members are authorized to use “FWS” in their painting signatures.  No other category is so authorized.

4.  Life Membership

a. Life Membership is granted to all past Presidents. Board Members, other than past Presidents, who have served five or more years, are eligible for Life Membership by approval of the full board.  Life Membership cannot be purchased.  All Life Memberships purchased prior to January 2004 will maintain that status.

5. Charter Membership

a. Charter Members of the Society are those who have paid dues prior to January 1, 1973. Their names are in the permanent records of FWS.

B. Dues

1.  Annual dues shall be paid by each member except those in the Life Membership category.

2. An annual dues notice will be sent to each member, such notice, stating that dues shall be paid between January 1st and March 31st of each year and that on April 1st, dues will become delinquent.  All dues paid at any time during the current year are for the current year only with one exception:  new members joining at the convention or within the remaining year after the convention will be members for the following year.  On April 1st of each year, all unpaid members shall be immediately dropped from the membership rolls, losing all status and privileges thereof.  A former member may regain his/her status by paying all back dues.  He/she will only be eligible for the current year’s exhibition if the current and former years’ dues are paid by March 31st.

ARTICLE III: ORGANIZATIONAL AND BY-LAWS

A. BY-LAWS

1. The provisions of adopted by-laws and amendments thereto shall govern membership, organization and activities of the Florida Watercolor Society.

2. Proposed amendments to the by-laws may be submitted by any interested member to the Director appointed as Parliamentarian by the President. This Committee will report to the Board at least annually on the status of the By-Laws and any proposed changes.

3. All proposed amendments to by-laws shall be considered and voted upon by the board of Directors at the next Board Meeting called by the President.

4. All votes at Board Meetings will be decided by a simple majority of those present.  To hold a meeting where votes can be taken, there must be a quorum of a simple majority of all board members.  Action of the Board is final.

5. All bylaw changes must be published in the newsletter and voted upon by the membership to be ratified. This voting will be conducted by written ballot by mail or email or other electronic means.  A simple majority of those voting is required for a vote to pass.

B. OFFICERS AND DIRECTORS

1. Positions

a. President

b. Director of Operations

c. First Vice-President (Membership Chairman)

d. Second Vice-President (Awards and Nominating Chairperson)

e. Third Vice-President

f. Recording and Corresponding Secretary

g. Treasurer

h. Director of Communications

i. Four (4) Directors, who shall be the four (4) most recent Past Presidents, with the most senior Director retiring each year.  The Board may propose to the membership the election of more than four (4) Directors if necessary to improve functioning of the Board and to achieve representation from all regions of the state.

j. Standing Committee Chairpersons, when appointed by the President, with the approval of the Board, will serve as Board Members with full voting privileges for their term. Standing Committee Chairpersons may include, but not be limited to, the Convention Facilities Director, the Tradeshow Director and the Digital Entry Director.

2. Election, Appointment and Terms of Office

a. The following Officers will be chosen by a signed ballot submitted to the membership by mail or email or other electronic means – President, First Vice-President, Second Vice-President, Treasurer, Recording and Corresponding Secretary, Director of Communications and Director of Operations.

b. All other Board of Directors members will be appointed by the President and approved by the elected members of the Board of Directors.

c. Both elected and appointed Officers and Directors will be announced at the Annual General Meeting, and start a one (1) year term on the following January 1st.

d. Officers and Directors appointed after the Annual General Meeting will be announced in the next newsletter after their appointment and will serve the remainder of the one (1) year term starting on January 1 after the Annual General Meeting.

C. Duties

1. President

a. Shall be chief executive officer of the Society and shall preside at all meetings of the member and the Board of Directors.

b. Shall appoint the membership of all standing 7 committees except as provided herein.

c. Shall be ex-officio (nonvoting) member of all committees.

d. Shall appoint a nominating committee.

e. Shall sign all written contracts and obligations of the Society, provided he/she is able to do so. In his/her absence, the First Vice-President, the Director of Operations or the Second Vice-President may sign in his/her place.

f. Shall perform such other duties as may be appropriate or assigned by the Board of Directors.

2. Director of Operations

a. Shall appoint an auditor to perform an annual review of financial accounts as required by the Internal Revenue Service.    Copies of the audit and year-to-date financial statements shall be distributed to the Board at the September Meeting by the Treasurer and Director of Operations.

b. Shall provide the Treasurer and Board of Directors with recommendations as to proper investments of the Society’s assets and shall have signature authority on all bank and investment accounts.

c. Shall supervise the preparation of the Budget by the Treasurer in cooperation with the President and President-elect.

d. Shall negotiate contracts and agreements with museums for exhibitions and with hotels for convention accommodations.

e. Will create a slate of Officers in conjunction with the Board, and with input from the Nominating Committee.

f. Will create a slate of Directors in conjunction with the Board, and with input from the Nominating Committee, to be to be presented to the President for consideration for appointment in the subsequent year.

3. First Vice-President – (Membership Chairman)

a. Shall perform all duties of the President when the President is not available.

b. Shall serve as Membership Chair and be available to inform and assist new members as they enter the Society.

c. Shall send out annual membership dues statements.

d. Shall ensure that the Membership Directory and bylaws are kept current on the website.

e. Shall perform such other duties as assigned by the President.

4. Second Vice-President – (Awards and Nominating Chairperson)

a. Shall perform all duties of the presiding officer in the absence of both the President and First Vice-President.

b. Shall serve as Chair of both the Nominating Committee and Awards Committee.

c. Prepares, records and received ballots.

d. Ballots will be verified by the President.

e. Shall perform such other duties as assigned by the President.

5. Third Vice President 

a. Shall perform all duties of the presiding officer in the absence of the President, First Vice-President and Second Vice-President.

b. Shall act as the assistant to the Convention Facilitator and the Digital Chair as needed.

c. Shall perform such other duties as assigned by the President.  

6. Recording and Corresponding Secretary

a. Shall be available to the President and shall keep and record all of the Society’s business.  Such records shall be available to all Officers and Board Members within thirty (30) days after any policy-making meeting is held.

b. In the absence of the President, the First- Vice President and the Second Vice-President shall preside until a member of the Board of Directors is elected to perform all duties of the presiding officer.

c. Shall keep the Roll of the Society as a historic record.

d. Shall perform such other duties as assigned by the President

e. Shall be responsible for receiving the registration fees of all convention activities.

7. Treasurer

a. Shall receive all monies of the Society.

b. Shall pay, upon approval of the Board of Directors, all legitimate financial obligations of the Society.

c. Shall keep accurate accounts, in normally accepted formats, of all financial transactions of the Society, and make such accounts available to the Board of Directors at all times.  Shall prepare, in cooperation with the President, the President-elect, and the Director of Operations, a budget of estimated income and expenses for the ensuing year.  This budget to be reviewed and approved by the Board at the mid-winter meeting.  Also shall provide to the President, First and Second Vice-President and other interested members of the Board, monthly statements of the Society’s Net Worth and Profit and Loss statements for the year-to-date.

d. Shall make a complete financial report to the membership at each annual meeting.

e. Within ten (10) days of the end of his/her term, or upon the receipt of the December bank statement, shall transfer all records of accounts to the new Treasurer.  Any delay beyond this shall be with the prior approval of the incoming President.

8. Director of Communications

a. Shall prepare newsletters and arrange for their dispersal via email, printing and mailing.

b. Shall function as the website liaison and coordinator.

c. Shall manage and execute all social media

d. Shall coordinate and execute most communications with the membership via internet and mass mailing efforts, working with other board members and their specific needs in relation to membership information dispersal

d. Shall coordinate photography coverage of ongoing events for use with newsletters, mass media, social media

9. Tradeshow Director– Shall be responsible for all Trade Show activities.

10. Convention Facilities Director – Shall be responsible for convention operations.

11. Digital Entry Director – Shall be responsible for entries to the annual and online exhibitions.

D. BOARD OF DIRECTORS

1. Composition.   The above listed elected Officers, together with the four (4) most recent Presidents (who serve as Directors for four (4) years) and the appointed Directors, shall constitute a Board of Directors with voting privileges. The duties of the Directors who are Past Presidents will be assigned by the President in January, including but not restricted to advising the President and the Director of Operations, being responsible for storage and archives, Parliamentarian and By Laws Chairperson, and running the FWS booth at the Trade Show. The outgoing President will be the advisor to the current President and the Director of Operations.

2. Authority, Duties and Responsibilities.  The Board of Directors is granted general authority, as a policy-making body, to take all legitimate actions appropriate to the proper functioning of the Society and the advancement of its interests.

a. The Board shall meet in person for the conduct of business not less than twice  per year, preferably at the following times:

i. At the beginning of each year.

ii. At the annual meeting for the organization of the Board, appointment of committees, etc.

b. Society business shall be conducted at official Board Meetings, with full attendance by Directors. The President will set meeting dates. Directors will submit requests for placement of items on the meeting agenda at least 30 days in advance. The President will furnish a copy of the final meeting agenda to each Director at least two (2) weeks before the meeting date.

c. Telephone, email and mail voting can be used only in emergencies.  This type of vote will be conducted by the Corresponding Secretary, with responses to him/her. The full results of such votes will then be reported to the President and each Board Member.

3. Interim Directors.  In the event a member of the Board is unable to complete his/her term, the President, with the approval of the Board, may appoint a replacement to serve until the next annual election.  If the vacancy is due to a Past President being unable to serve his/her four (4) years on the Board, the President, with the approval of the Board, shall appoint a replacement to serve until the next annual election.   For the remaining years of the four (4) year term, a replacement shall be elected annually.

E. COMMITTEES

1. Standing Committee.  Standing committees may be appointed by the President.

2. Ad Hoc Committees.  Ad Hoc Committees may be appointed by the President or the presiding officer.

3. Subcommittees.  Committee Chair’s may appoint such subcommittees as they deem appropriate.

ARTICLE IV: ACTIVITIES

A. MEETINGS

1. Annual Meeting.  There shall be an annual meeting of the membership to receive reports of officers and standing committee chairs and conduct such other business as is brought before it.

a. This meeting shall be held at the time and place of the Annual Exhibition and Convention of the FWS.

b. General preparations and an agenda for this meeting shall be the responsibility of the Board of Directors.

c. Provisions shall be made by the Board of Directors for members to propose, nominate and vote by mail or email or other electronic means in order that members unable to attend meetings shall have an opportunity to participate in important decisions.

2. Board Meetings.  Boards of Director Meetings are provided for elsewhere herein.

B.   EXHIBITIONS

1.  Annual Exhibition of FWS.  As the primary purpose of the Society, an annual exhibition shall be planned and conducted by the Exhibition Committee in accordance with the following general rules:

a. The objective shall be to produce the best annual watercolor exhibition in the state.

b. The Annual Exhibition shall be open only to members in good standing.

c. A new member’s application must be received by March 31 to be eligible for the Annual Exhibition.

d. The predetermined, non-refundable entrance fee shall be paid by all members entering the Annual Exhibition.

e. Because of the demands of the President’s job and the inevitable loss of painting time, the President of the Society may, if he/she so desires, exhibit one work at the Annual Exhibition, and be included in the Catalog, without going through the jurying process.  The displayed work will be labeled as the work of the President and such label will also state that the work did not go through the juried competition. This procedure is entirely optional to the President.

2.  Juror of Selection and Awards

a.  The juror of selection shall be one highly competent in the medium and a nationally recognized painter.  The juror should be preferably a signature member of a national watercolor association, and should not be a member of the FWS.

b. No individual shall serve as juror of the Annual Exhibition any two (2) years in succession.

3. Compliance Committee

a. The Compliance Committee shall consist of the President and two (2) Signature Members, chosen by the President.  This committee solves all compliance problems for the Exhibition and insures that the paintings chosen by the Juror are in compliance with the Prospectus which is the governing rules of the Exhibition.

C. Newsletter. For the purpose of keeping the membership informed and for stimulation interest, a newsletter shall be published whenever practicable.

ARTICLE V: MISCELLANEOUS RULES AND PROCEDURES 

A. Auditor.  A Certified Public Accountant, appointed by the President or Director of Operations shall provide an auditor’s review to the Board at the time of transfer of financial records to an incoming Treasurer.

B. Treasurer Bond.  The Treasurer shall not be required to furnish bond.

C. Rules of Order.  “Roberts Rules of Order, Revised”, shall apply to all appropriate cases.

D. Signatory Authority.  The President, Treasurer and Director of Operations will have signing authority on the organization’s bank account.

E. Election of Officers and Directors.

1. The following Officers shall be elected by the Membership — President, First Vice-President, Second Vice-President, Treasurer, Recording and Corresponding Secretary, Newsletter Editor.

2. The Nominating Committee, chaired by the Second Vice-President, shall provide nominations for elected and appointed Directors and Officers.  Any Participating or Signature Member of the FWS may also submit recommendations to the committee.  The committee must nominate at least one (1) and not more than three (3) individuals for each office. Nominations for office other than those made by the Nominating Committee should be made by mail.

3. Elected Officers and Directors shall be elected by a signed ballot submitted to the membership by mail or email or other electronic means , sent by the Second Vice-President to the membership.  The Nominations Chairperson will provide a written report to the President and the results will be published in the next newsletter.

4. All Officers are elected annually for the term of one (1) calendar year.  There is no limit to the number of terms that can be held.

D.  RULES OF COMPENSATION.

1. Those on FWS official business may receive reimbursement for their documented travel expenses in amounts as approved by the Board.

2. Officers, Board Members and others, who have been granted spending privileges by the Society, may spend up to one-hundred dollars ($100.00) per transaction without prior approval.  In no case, however, can a person’s quarterly reimbursable expense exceed $300.00 without prior approval of the President.  Expense vouchers will be submitted to the Treasurer monthly and must include receipts for all expenses.  On occasion, the President may grant prior approval to exceed the stipulated limits if the situation so warrants.

FWS Bylaws Revised 2014