CVWS By-Laws

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BYLAWS

OF

COACHELLA VALLEY WATERCOLOR SOCIETY

Adopted February 5, 1992

Amended November 1995, October 1997,

October 1998, November 2000, December 2002,

Restated July 2004, Amended July 2005 and July 2010

ARTICLE I. NAME

The name of this nonprofit organization is COACHELLA VALLEY WATERCOLOR SOCIETY.

ARTICLE II. OFFICE

Section 1. Principal Office

The principal office of the Coachella Valley Watercolor Society (“Society”) for the transaction of its

business is located in the County of Riverside, California, at Palm Desert.

Section 2. Change of Address

The Board or Directors is granted full power and authority to change said principal office from one

location to another within Riverside County.

ARTICLE III. PURPOSES

Section 1. The purpose of this Society shall be to provide inspiration and opportunities for its members

and local artists of all levels to get involved in the visual arts and to exhibit their work.

Section 2. The Society will provide art activities including, but not limited to, art exhibits, educational

programs, plein air sessions, demonstrations, and workshops.

Section 3. The Society will hold meetings for the furtherance of artistic development in the field of water

media, to share ideas and stimulate creative growth and enthusiasm.

Section 4. The Society will support art education for the young people in the Coachella Valley.

Section 5. The Society will stimulate creative activity, interest in, and enjoyment of art among its

members through programs presented at regular meetings.

Section 6. The Society will sponsor exhibits and shows open to the public, giving its members opportunity

to display and promote their work.

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ARTICLE IV. MEMBERSHIP

Section 1. Determination and Rights of Members

Any person who participates and subscribes to its purposes shall be eligible for membership in this

Society.

Section 2. Type of Membership

There shall be two types of membership:

a) Active members shall have voting privileges and the right to hold office.

b) Life members shall have all the privileges and rights of active members.

Section 3. Qualifications of Members

a) Applicants shall be admitted to membership upon payment of annual dues.

b) Active members are expected to take an active and participatory interest in the Society.

c) A Life membership may be granted to an Active member by nomination of the Board of

Directors in appreciation for sustained and outstanding service to the Society.

Section 4. Dues

Assessments and annual dues payable to the Society by members shall be determined by the Board of

Directors.

Section 5. Non-Liability of Members

A member of this Society is not, as such, personally liable for the debts, liabilities, or obligations of the

Society.

Section 6. Termination of Membership

Memberships are renewable upon payment of dues. Membership in the Society, and all rights of a

member, will cease:

a) upon failure to renew his or her membership by paying dues on or before the due date, and

termination shall be effective at the conclusion of the fiscal year, or

b) upon the receipt of a letter of resignation.

ARTICLE V. MEETINGS OF MEMBERS

Section 1. Place of Meetings

Membership meetings shall be held at such places within the County of Riverside as may be designated by

resolution of the Board of Directors. Such meetings shall be presided over by the President, or in his or

her absence, a Vice President.

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Section 2. Annual Meeting

Members shall meet annually for the purpose of electing Directors and Officers, and the transacting of

other business as may come before the membership at a time in April and at a place determined by the

Board of Directors.

Section 3. General Meetings

General meetings of the membership shall be held once a month, October through May, unless otherwise

determined by the Board of Directors.

Section 4. Notice of Meeting

Whenever members are required or permitted to take action at a meeting, a written notice of the meeting

shall be given at least ten (10) days prior to the date of the meeting either personally or by mail or other

means of written communication, addressed to the member at the address appearing in the membership

records of the Society. The purpose of any Board meeting need not be specified in the notice.

Section 5. Quorum for Meetings

A quorum shall consist of a majority of members in good standing present and voting. Each member is

entitled to one vote.

ARTICLE VI. DIRECTORS

Section 1. Number

This Society shall have no fewer than five (5) Directors comprised of elected officers and heads of

standing committees and collectively they shall be known as the Board of Directors.

Section 2. Powers

Subject to the provisions of the California Nonprofit Law and any limitations contained in the Articles of

Incorporation filed with the State of California, and these Bylaws, the Directors shall exercise the power of

the Society, control its property and conduct its affairs. No Director shall encumber the Society financially

without prior approval of the Board of Directors.

Section 3. Insurance for the Society’s Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on

behalf of any agent of the Society (including a Director, Officer, employee, or other agent of the Society)

against any liability other than for violating provisions of law relating to self-dealing asserted against or

incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the

Society would have the power to indemnify the agent against such liability.

Section 4. Non-Liability of Directors

The Directors shall not be personally liable for the debts, liability, or other obligations of the Society.

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Section 5. Indemnification by the Society of Directors, Officers, Employees and Other Agents

To the extent that a person who is, or was, a director, officer, employee or other agent of this Society has

been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding

brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent

of the Society, or has been successful in defense of any claim, issue or matter therein, such person shall be

indemnified against expenses actually and reasonably incurred by the person in connection with such

proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification

against expenses, judgments, fines, settlements or other amounts reasonably incurred in connection with

such proceeding shall be provided by this Society, but only to the extent allowed by, and in accordance

with, the requirements of the California Nonprofit Corporation Law.

Section 6. Duties

It shall be the duty of the Directors to:

a) be a member in good standing, having paid current membership dues at the time of election,

b) perform any and all duties imposed on them collectively or individually by law, by the Article of

Incorporation of this Society, or by these Bylaws,

c) appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws,

prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Society,

d) supervise all officers, agents, and employees of the Society to assure that their duties are

performed properly, and

e) meet at such times and places as are required by these Bylaws.

Section 7. Outgoing Board

The outgoing Board of Directors must have a sum of money with the treasury equal to the amount of

unpaid bills and/or known obligation of the organization.

Section 8. Terms of Office

a) Each Director shall hold office for two (2) years following the annual election, and until his or

her successor is elected and qualifies. Term of office shall begin on the first day of the new fiscal year,

July first, following the election in April. Each Director is eligible to be elected for additional terms,

except that the President is limited to two (2) consecutive full terms. The initial year Directors shall be

elected for a one or two-year term, and then may be reelected for the next full term of two years.

b) Any Director who misses more than three consecutive Board of Directors’ meetings without an

excused absence may be removed from office by majority vote.

Section 9. Resignation and Vacancies

a) Any Director may resign effective upon giving written notice to the President or the Recording

Secretary of the Society, or the Board of Directors, unless the notice specifies a later time for the

effectiveness of such resignation. No Director may resign if the organization would then be left without a

duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

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b) Vacancies on the Board may be filled by approval of a majority of the Board then in office. A

person elected to fill a vacancy shall hold office until the next annual election or until the term expires.

Section 10. Compensation

Directors shall serve without compensation except that they shall be allowed and paid their actual and

necessary expenses incurred in the performance of their regular duties. Directors may not be compensated

for rendering services to the Society in any capacity other than Directors unless such other compensation is

reasonable and is allowable under the provisions of these Bylaws.

Section 11. Restriction Regarding Interested Directors

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the

persons serving on the Board may be interested persons. For purpose of this Section, “interested persons”

means either:

a) any person currently being compensated by the Society for services rendered it within the

previous twelve (12) months, whether as a full- or part-time Officer or other employee, independent

contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

b) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law,

daughter-in-law, mother-in-law, or father-in-law or any such person.

ARTICLE VII. MEETINGS OF DIRECTORS

Section 1. Meetings

Meetings shall be held at a place within Riverside County as designated by the Board of Directors. The

Board of Directors shall have no fewer than four (4) regular meetings in each fiscal year.

Section 2. Annual Meeting and Election

At the annual meeting of the membership in the month of April, Directors shall be elected by the

membership. Cumulative voting for this election shall not be permitted. Each member shall cast one vote.

Section 3. Special Meetings

Special meetings of the Board of Directors may be called by the President, the Vice Presidents, or the

Recording Secretary, and such meetings shall be held at a place designated by the person calling the

meeting.

Section 4. Notice of Meetings

The President of the Society, or other person designated by the President, shall notify each Director

personally or by mail or other means of communication of the time and place of meetings of the Board.

Notice shall be given at least ten (10) days prior to the date of the meeting, and shall specify the place, day

and hour of the meeting.

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Section 5. Conduct of Meetings

a) Meetings of the Board of Directors shall be presided over by the President of the Society, or in

his or her absence, by the Executive Vice President, or in his or her absence by the First, Second or Third

Vice President, or in the absence of these persons, by a Chairperson chosen by a majority of the Directors

present at the meeting.

b) Meetings shall be governed by Robert’s Rules of Order as such rules may be revised from time

to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of

Incorporation, or with provisions of the law.

Section 6. Quorum for Meetings

A quorum shall consist of a majority of the Board of Directors, providing that at least three (3) Directors

are Officers.

Section 7. Action By Unanimous Or Oral Consent Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the law may

be taken without a meeting, if all members of the Board shall individually and collectively consent to such

action. Such consents shall consist of written or oral approval either before or after action is taken, or by

approval of the minutes recording such action. Such action shall be filed with the minutes of the

proceedings of the Board and shall have the same force and effect as the unanimous vote of the Directors.

ARTICLE VIII. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

A Nominating Committee consisting of at least three (3) members shall be appointed in January by the

President, subject to approval of the Board of Directors. The Chairperson shall be selected by the

members of the Committee.

Section 2. Nominations

A slate of Directors shall be presented to the Board of Directors in March and also to the membership at

the Annual Meeting in April, at which time elections shall be held. Nominations may be made from the

floor at the Annual Meeting, provided the nominee has given prior consent to serve if elected.

Section 3. Election

Elections for the Board of Directors will be held at the Annual Meeting in April. One month prior to the

election, the Chair of the Nominating Committee for the Society will notify the membership the names of

the nominees.

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ARTICLE IX. OFFICERS

Section 1. Number of Officers

The Officers of this Society shall be a President, Executive Vice President, First Vice President, Second

Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. The Society also may have,

as determined by the Board of Directors, more Vice Presidents, Assistant Secretaries, Assistant Treasurers,

or other Officers. Any number of offices may be held by the same person except that neither the

Recording Secretary nor the Treasurer may serve concurrently as the President.

Section 2. Qualifications, Election, and Term of Office

Any person who is a member in good standing may serve as an Officer of this Society. Each Officer shall

hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her

successor shall be elected and qualified, whichever occurs first. Any Director or Officer is eligible to be

reelected for additional terms, except that the President is limited to two (2) consecutive terms.

Section 3. Removal and Resignation

Any Officer may be removed, either with or without cause, by a majority vote of the Board of Directors at

any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the

President or Recording Secretary of the Society. Any such resignation shall take effect on the date of the

receipt of such notice or at any later date specified therein, and the acceptance of such resignation shall not

be necessary to make it effective.

Section 4. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer

shall be filled as follows:

a) In the event of a vacancy in the office of President, the Executive Vice President shall fill

such vacancy.

b) In the event of a vacancy in any office other than that of President, such vacancy may be

filled temporarily by appointment by the President until such time as the Board shall approve the

appointment or fill the vacancy.”

Section 5. Duties of the President

The President shall be the Chief Executive Officer of the Society and shall, subject to the control of the

Board of Directors, supervise and control the affairs of the Society. He or she shall perform all duties

incident to the office and such other duties as may be required by law, by the Articles of Incorporation of

this Society, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.

He or she shall preside at all meetings of the Board of Directors and the membership. Except as otherwise

expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the

name of the Society, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which

may from time to time be authorized by the Board of Directors.

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Section 6. Duties of the Executive Vice President

The Executive Vice President shall assist the President and perform such other duties as may be

prescribed by the Board of Directors. In the absence of the President, or in the event of his or inability or

refusal to act, the Executive Vice President shall perform the duties of the President, and when so acting

shall have all powers of, and be subject to all the restrictions of the President.”

Section 7. Duties of the First Vice President

The First Vice President shall serve as chairperson of the Program Committee and shall assist the

President and Executive Vice President and perform such other duties as may be prescribed by the Board

of Directors.”

Section 8. Duties of the Second Vice President

The Second Vice President shall serve as chairperson of the Shows Committee and shall assist the

President and Executive Vice President and perform such other duties as may be prescribed by the Board

of Directors.

Section 9. Duties of the Third Vice President

The Third Vice President shall serve as chairperson of the Publicity Committee and shall assist the

President and Executive Vice President and perform such other duties as may be prescribed by the Board

of Directors.”

Section 10. Duties of the Recording Secretary

The Recording Secretary shall:

a) certify and keep at the principal office of the Society the original, or a copy, of the Articles of

Incorporation and these Bylaws as amended or otherwise altered to date,

b) keep a book of minutes of all meetings of the Directors and members, recording therein the

time and place of holding, whether regular or special, the names of the Directors present or represented at

the meeting, and the proceedings thereof, and

c) see that all notices are duly given in accordance with the provisions of these Bylaws or as

required by law, and in general, perform all duties incident to the office of Recording Secretary and such

other duties as may be required by law, by the Articles of Incorporation of this Society, or by these

Bylaws, or which may be assigned from time to time by the Board of Directors.

Section 11. Duties of the Corresponding Secretary

The Corresponding Secretary shall be responsible for:

a) publishing and mailing the newsletter as directed by the Board of Directors,

b) handling any correspondence as needed by the Board of Directors,

c) discharging such duties pertaining to the office as prescribed by the Board of Directors.

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Section 12. Duties of the Treasurer

Subject to provisions of these Bylaws, the Treasurer shall:

a) have charge and custody of, and be responsible for, all funds and securities of the Society, and

deposit all such funds in the name of the Society in such banks, trust companies, or other depositories as

shall be selected by the Board of Directors,

b) disburse, or cause to be disbursed, the funds of the Society as may be directed by the Board of

Directors, taking proper vouchers for such disbursements upon written order of any two of the following:

President, Vice President, Recording Secretary or Treasurer,

c) receive, and give receipt for, monies due and payable to the Society from any source whatever,

d) keep and maintain adequate and correct accounts of the Society’s properties and business

transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses,

e) render to the President and Directors monthly financial statements, or as requested, and,

whenever requested by any member, an account of any and all transactions as Treasurer and of the

financial condition of the Society,

f) prepare a draft of the annual operating budget, as well as budgets for specific projects for

consideration and action by the Board of Directors,

g) file, or cause to be filed, such annual Federal and State tax returns as may be required, and

h) in general, perform all duties incident to the office of Treasurer and such other duties as may be

required by law, by the Articles of Incorporation of this Society, these Bylaws, or which may be assigned

from time to time by the Board of Directors.

ARTICLE X. COMMITTEES

Section 1. Executive Committee

The Executive Committee, chaired by the President, shall consist of the elected Officers of the Society, and

shall have the power to take action with or without a meeting subject to the approval of the Board of

Directors, and have the authority of the Board in the management of the business and affairs of the

Society, except with respect to:

a) the approval of any action which, under law or the provisions of these Bylaws, requires the

approval of the members,

b) the filling of vacancies on the Board,

c) the fixing of compensation of the Directors for service on the Board or any committee,

d) the amendment or repeal of these Bylaws or the adoption of new Bylaws,

e) the appointment of committees of the Board or the members thereof, or

f) the approval of any transaction to which this Society is a party and in which one of more of the

Directors has a material financial interest, except as expressly provided in the California Nonprofit Law.

The Committee shall keep regular minutes of its proceedings, cause them to be filed with the Society’s

records, and report the same to the Board of Directors from time to time as the Board may require.

Section 2. Standing Committees

Standing committees shall include, but not be limited to, the following:

Programs – Chaired by the First Vice President

Shows – Chaired by the Second Vice President

Publicity – Chaired by the Third Vice President

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Newsletter – Chaired by the Corresponding Secretary

Membership

Audit

Painter of the Month/Year

Historian

Hospitality

Plein Air Paint Outs

Special Activities

Section 3. Appointments

The Board of Directors may create committees and may specify the power duties and responsibilities of

such committees. The President, with the approval of the Board, shall appoint chairpersons of such

committees who shall serve for a minimum of one (1) year. Committee chairpersons will appoint their

respective committee members.

Section 4. Removals

The Chairperson or any member of any committee may be removed from the committee by the person or

persons authorized to appoint him or her whenever in his or her judgment the best interests of the Society

will be served by such removal.

ARTICLE XI. SOCIETY RECORDS AND RECEIPTS

Section 1. Maintenance of Society Records

The Recording Secretary shall be responsible for maintaining:

a) a book of minutes of all meetings of Directors, and committees,

b) adequate and correct accounts of its properties and business transactions, and accounts of its

assets, liabilities, receipts, disbursement, gains, and losses, and

c) a copy of its Articles of Incorporation and Bylaws as amended to date.

Section 2. Directors’ Inspection Rights

Every Director shall have the absolute right at any reasonable time to inspect all books, records and

documents of every kind and to inspect the physical properties of the Society.

Section 3. Members’ Inspection Rights

Each and every member shall have the following inspection rights for a purpose reasonably related to such

person’s interest as a member, at reasonable times and upon five (5) business days’ prior written demand,

which shall state the purpose for which the inspection rights are requested:

a) to inspect the record of all members’ names and addresses and voting rights, and

b) to inspect at any reasonable time the books, records, or minutes of proceedings of the members

or of the Board of committees, upon written demand for a purpose reasonably related to such person’s

interest as a member.

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ARTICLE XII. FISCAL YEAR

The fiscal year of the Coachella Valley Watercolor Society shall be July 1 through June 30.

ARTICLE XIII. AMENDMENTS

Section 1. Amendments to Bylaws

These Bylaws, subject to limitations contained in the Articles of Incorporation, may be altered, amended,

or repealed and new Bylaws adopted as follows:

a) by vote of a majority of Directors present at any meeting of the Directors, or

b) by written consent of all Directors without a meeting,

provided that amendments to be considered have been submitted to each Director in writing thirty (30)

days prior to voting.

Section 2. Amendments to Articles of Incorporation

Amendments to the Articles of Incorporation may be adopted by the approval of a majority of the

members. Notwithstanding Section 1 of this Article, this Society shall not amend its Articles of

Incorporation to alter any statement which appears in the original Articles of Incorporation and of the

names and addresses of the first Directors of this Society, nor the name and address of its initial agent,

except to correct an error in such statement.

ARTICLE XIV. SOCIETY DISSOLUTION, PROFITS AND ASSETS

Section 1. Prohibition Against Sharing Society Profits and Assets

No Director, Officer, member, employee, or other person connected with this Society, or any other private

individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the

Society. However, this shall not prevent payment to any such person of reasonable compensation for

services rendered to or for the Society in effecting any of its purposes as shall be fixed by resolution of the

Board of Directors, and no such person or persons shall be entitled to share in the distribution of, and shall

not receive, any of the Society’s assets on dissolution of the Society.

Section 2. Dissolution

All Directors of the Society shall be deemed to have expressly consented and agreed that on such

dissolution or winding up of the affairs of the Society after all debts have been satisfied, all remaining

funds shall be distributed as required by the Articles of Incorporation of this Society, to a similar nonprofit

organization, such as the children’s “Young at Art” program of the Coachella Valley Historical Society

and “The Scrap Gallery,” or a similar nonprofit organization, at the discretion of the Board of Directors.