San Diego Watercolor Society BYLAWS
(Amended February 11, 2003)

Bylaws for the regulation, except as otherwise provided by statute or its Articles of Incorporation (“Articles”), of

SAN DIEGO WATERCOLOR SOCIETY
(A California Nonprofit Corporation)

ARTICLE I
PRINCIPAL OFFICE

The principal office for the transaction of the business of the corporation shall be located in San Diego County, California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in said county.

ARTICLE II
MEMBERSHIP

SECTION 1. MEMBERS. There shall be four (4) classes of members of the corporation: (a) Active Members, who shall be referred to in these Bylaws as “Active Member(s)”; (b) Honorary Members, who shall be referred to in these Bylaws only as “Honorary Members”; (c) Life Members, who shall be referred to in these Bylaws only as “Life Members”; (d) Signature members, who shall be referred to only in these Bylaws as “Signature Members”.

SECTION 2. VOTING RIGHTS. Each Active Member and Life Member in good standing shall be entitled to cast one vote with respect to those matters submitted to the membership for action or approval. In these Bylaws, where the term member(s) is used relative to quorums, the ability to call special meetings and majority votes, it is intended to include Active Members and Life Member(s). Honorary Members shall have no voting rights.

SECTION 3. QUALIFICATIONS.

Active Members. Active Members shall be individuals who have an interest in promoting the goals and purposes of the corporation and shall have paid the annual dues. Death, resignation or removal of any Active Member for non-payment of dues shall automatically terminate such membership.
Honorary Members. Honorary Members shall be distinguished individuals who have been elected Honorary Members by the Board of Directors. They shall not be required to pay annual dues.
Life Members. Life Members shall be individuals who have been recommended by the Board of Directors as Life Members in recognition of their outstanding contributions to the goals and purposes of the San Diego Watercolor Society. They shall be elected by the vote or written consent of a majority of the members, or the vote of a majority at a meeting of members duly called for that purpose, at which a quorum is present, and which is the vote of the majority of those present and voting. They shall not be required to pay annual dues but shall retain all of the rights and privileges of members.
Signature Membership. Signature membership for those artists who have been accepted a minimum of 3 times in the annual International Exhibition (irregardless of their membership during the period when they are entering the exhibitions) and who also elect to maintain a current paid active membership thereafter. These members would be able to sign SDWS after their signature and claim signature membership in any of their personal and business correspondence and materials. Apart from the previous, this distinction would include no other benefits.

SECTION 4. MEETINGS. The annual meeting of the members of the corporation shall be held in the month of September at such time and place, as the Board of Directors shall designate. Notice of such annual meeting shall be given in the same manner as notice of monthly meetings, or as determined by the Board of Directors. Monthly or special meetings of the members may be called in the same manner as special meetings of the Board of Directors, or by five percent (5%) of the members of the corporation who shall sign and deliver a written request to the Secretary to call a special meeting of the members. Members shall be notified in writing of such special meeting to be held at such time and place in the County of San Diego as would, in the opinion of the Board of Directors, be convenient to the members. In no event shall there be less than seven days notice of such meeting.

SECTION 5. ADJOURNED MEETINGS AND NOTICE THEREOF. Any member meeting, annual, monthly or special, whether or not a quorum is present, may be adjourned by the vote of the majority of the members present, but in the absence of a quorum no other business may be transacted at such meeting. When any member meeting, either annual, monthly or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

SECTION 6. QUORUM. The presence in person of fifteen percent (15%) of the total membership at any meeting shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, provided, however, the withdrawal of enough members to leave less than the quorum shall cause the adjournment of the meeting.

SECTION 7. MEMBERSHIP BOOK. The officers of this corpora- tion shall maintain a current book or roster containing the name and address of each of the members of this corporation. All members shall receive a roster.

SECTION 8. LIABILITIES AND PROPERTY RIGHTS OF MEMBERS. No member of the corporation now or hereafter elected shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to the corporation’s assets for payment.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. NUMBER OF DIRECTORS. The Board of Directors shall consist of fifteen (15) Active or Life members: fourteen (14) of whom shall be elected as five (5) Officers and nine (9) Directors, as stated in Article IV, Sections 1 and 2; and, one Director who shall be the most recent past President. Each Board Member shall have one vote. A majority of the Board shall constitute a quorum for the transaction of business. All Officers and Directors must be Active or Life Members of San Diego Watercolor Society in good standing.

SECTION 2. POWERS OF THE BOARD. Subject to the powers of the members as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:

To select and remove all agents and employees of the corporation; prescribe such powers and duties for them to be consistent with the law, the Articles of Incorporation or the Bylaws; and fix their compensation.
To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations, which are consistent with law, with the Articles of Incorporation or the Bylaws, as they may deem best.
To change the principal office for the transaction of the business of the corporation from one location to another within the same county; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California; to designate any place within San Diego County for the holding of any members’ meetings; and to adopt, make and use a Corporate Seal and to alter the form thereof from time to time as in their judgment they may deem best, provided such Seal shall at all times comply with the provisions of law.
To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt and securities therefore.
To establish the criteria and procedure for admission to the corporation as a member of the corporation and retention of such membership status.

SECTION 3. ELECTION AND TERM OF OFFICE.
The Board of Directors, including the Officers, shall be elected by voice, show of hands, or written ballot at each annual meeting of the members, and shall:

Serve for a term of one (1) year, commencing on October 1st.
No Officer may hold more than one Officer Position at one time. They may, however, serve in another directorship capacity, as described in Article IV, Section 2, when the duties do not conflict. One person serving in more than one position shall have only one vote.
Officers and Directors shall serve no more than three (3) consecutive terms in the same office. However, this limit may be waived by a vote, by secret ballot, of the Board of Directors to allow an Officer or Director to be nominated for another term.

SECTION 4. VACANCIES. Any vacancy or vacancies on the Board of Directors resulting from death, incapacity, resignation, expiration of term of office, removal, or otherwise, shall be filled by an appointment by the President, with the approval of the Board of Directors. In the event that the President is unable to complete the term of office, the First Vice President shall assume that position.

SECTION 5. PLACE OF MEETING. Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated by resolution of the Board or by consent of all members of the Board. Special meetings of the Board may be held either at a place so designated or as designated in the notice of such special meetings.

SECTION 6. ORGANIZATION MEETING. Following each annual meeting of members, the Board of Directors shall hold a regular Board meeting for the purpose of organization, confirmation of the election of the elected officers and appointment of chairpersons, and the transaction of other business.

SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President or by any two Directors. Notice of the time and place of such meetings shall be given to each Director no less than four (4) days by first class mail or no less than forty-eight (48) hours by personal delivery, telephone or FAX prior to the time of holding the meeting. The President or Directors calling the meeting shall make a good faith effort to inform each Director of the meeting.

SECTION 8. PARTICIPATION BY TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.

SECTION 9. ADJOURNMENT. In the absence of a quorum at any meeting of the Board of Directors, the majority of the Directors present may adjourn the meeting until the time fixed for the next meeting of the Board.

SECTION 10. REMOVAL. The entire Board of Directors or any individual Director may be removed from office, with or without cause, by the vote of a majority of the members, or the vote of a majority at a meeting of members duly called for that purpose, at which a quorum is present, and which is the vote of the majority of those present and voting.

SECTION 11. COMPENSATION. The Board of Directors shall receive no compensation for their services as Directors. Directors shall be reimbursed for actual expenses authorized by the Board. The aforementioned does not preclude Directors from receiving fair and commensurate compensation for any other service provided to San Diego Watercolor Society.

SECTION 12. APPROVAL OF ACTIONS. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though occurring at a meeting duly held after regular call and notice, if a quorum be present and if either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13. ACTION WITHOUT MEETING. Any action by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE IV
OFFICERS & DIRECTORS

SECTION 1. OFFICERS. The five (5) Officers of this corporation shall consist of the President; First Vice President, (Program); Second Vice President, (International Exhibition); Secretary; and Chief Financial Officer (Treasurer).

PRESIDENT. To be eligible for the office of President, the member must have served on the Board of Directors for at least one year within the immediately preceding five (5) years. Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation. She or he shall preside at all meetings of the members and Directors and shall have such other powers and duties as may be prescribed by the Board of Directors. The President shall appoint committee chairpersons as the need arises. These may include, but not be limited to: Hospitality, Historian, Endowment & Grants, and Computer Services.
FIRST VICE PRESIDENT, PROGRAM. In the absence or disability of the President, the First Vice President shall perform all the duties of the President, and in so acting shall have all the powers of the President. The First Vice President shall act as Program Chairman for the monthly membership meetings and shall have such other powers to perform such other duties as may be prescribed by the Board of Directors.
SECOND VICE PRESIDENT, INTERNATIONAL EXHIBITION. In the absence or disability of the President and First Vice President, the Second Vice President shall perform all the duties of the President, and in so acting shall have all the powers of the President. The Second Vice President shall act as co-chairperson of the International Exhibition with the President and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
SECRETARY. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the Seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of business; shall make service of such notices as may be necessary or proper; shall supervise the keeping of the books of the corporation and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors.
CHIEF FINANCIAL OFFICER (TREASURER). The Chief Financial Officer shall receive and safely keep all funds of the corporation and deposit same in such bank or banks as may be designated by the Board of Directors. Such funds shall be paid out only on the check of the Corporation signed by the President, Vice President, Chief Financial Officer or Secretary or by such officers as may be designated by the Board of Directors as authorized to sign the same. The Chief Financial Officer is responsible for producing for the members an annual financial statement within ninety (90) days after the close of each fiscal year, which accurately reflects the current financial position and financial transactions of the corporation. The Chief Financial Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

SECTION 2. BOARD OF DIRECTORS: The Board of Directors of this Corporation shall consist of the five (5) aforementioned Officers and ten (10) Directors. Each of the ten (10) Directors of this corporation shall be responsible for one of the following: Gallery, Workshops, Membership, Member Shows, Communications, News Editor, Western Federation Representative, Development, Mail Distribution, and immediate Past President. When the duties do not conflict, one person may hold more than one of these Director positions; however, they may not have more than one vote. These Directors shall have the duties traditionally associated with their title and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

ARTICLE V
NOMINATING COMMITTEE AND ELECTION PROCEDURE

SECTION 1. The President shall appoint a Nominating Committee of three (3) members, one of whom may currently be on the Board of Directors, excluding the President. The Nominating Committee shall propose a slate of at least one candidate for each of the 14 Directors for election at the annual meeting of members. The members serving on of the Nominating Committee, including any current Director, may not be placed in nomination for such any positions on the Board.

SECTION 2. Voting shall be by voice, show of hands or written ballot as determined by the chairman of the meeting and all votes shall be cast in person. The Nominating Committee shall prepare an official ballot upon which shall appear the 14 elective positions on the Board of Directors and the names of all persons nominated under each. Prior to the vote, members may make additional nominations from the floor. Only members shall be entitled to vote. Members shall be entitled to vote for one person for each of the 14 elected Officer and Director positions on the Board of Directors. The person receiving the highest number of votes cast for each position shall be elected. In the event a majority is not received by any one person for a position on the first ballot, a second vote shall be conducted in a run-off election between the two persons who received the greatest number of votes on the first ballot; and, the one receiving a majority shall be elected to the position. Tie votes shall be resolved by a vote of the outgoing Board of Directors.

ARTICLE VI
AMENDMENT OF BYLAWS

These Bylaws may be amended or repealed and new Bylaws adopted by the vote of a majority of the members of the Board of Directors at any Directors’ meeting;, except that a Bylaw fixing or changing the number of Directors, or an amendment to any provision of Article II, or Section 3 and 11 of Article III, or Sections 1 and 2 of Article IV, or to any provision of Article V, or to Article VI, or to Article VII, may be adopted, amended or repealed only by the vote or written consent of a majority of Active and Life Members at a meeting of members duly called for that purpose, at which a quorum is present, and which is the vote of the majority of those present and voting.

ARTICLE VII
AUDIT

SECTION 1. The Board of Directors shall ensure that an independent audit of the financial transactions, cash accounts and tax filings has been completed annually. The purpose of this audit is to confirm the accuracy of the financial statements produced by the Chief Financial Officer. The selection of the auditor shall be made by a majority vote of the Board of Directors. This audit requirement may be satisfied, at the discretion of the Board of Directors, by a financial statement compiled independently and in accordance with standards established by the American Institute of Certified Public Accountants.

SECTION 2. The fiscal year shall begin on October 1 and end on September 30.

ARTICLE VIII
MISCELLANEOUS

The President or any Vice President and the Secretary, or such other officers as the Board of Directors may select for that purpose, are authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation any and all voting securities held by this corporation, in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by such officers.

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San Diego Watercolor Society BYLAWS (Amended February 11, 2003)

San Diego Watercolor Society BYLAWS
(Amended February 11, 2003)