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
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.
The Society will provide art activities including, but not limited to, art exhibits, educational programs, plein air sessions, demonstrations, and workshops.
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.
The Society will support art education for the young people in the Coachella Valley.
The Society will stimulate creative activity, interest in, and enjoyment of art among its members through programs presented at regular meetings.
The Society will sponsor exhibits and shows open to the public, giving its members opportunity to display and promote their work.
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.
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.
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.
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.
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.
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.
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 chairpe
rson 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.
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
- Newsletter - Chaired by the Corresponding Secretary
- Painter of the Month/Year
- 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.
ARTICLE XII. FISCAL YEAR
The fiscal year of the Coachella Valley Watercolor 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.