ARTICLE I  

NAME

The name of this organization shall be the PASTEL SOCIETY OF NEW HAMPSHIRE (hereinafter the “Society”).

ARTICLE II

PURPOSE AND MISSION STATEMENT

The Pastel Society of New Hampshire shall be operated solely for educational purposes and in accordance with the Mission Statement of the organization: to set standards of excellence and to encourage the use of soft pastels; to unite pastelists through membership in the society; to establish pastel as a separate category in major art exhibitions; to focus attention on the renaissance of pastel and to educate the public regarding the permanence and beauty of the medium; to offer workshops, critiques, classes, demonstrations and scholarships as part of our educational program; to offer a vehicle of communication for the exchange of news and ideas through our web site and our publications; to hold member’s shows at appropriate gallery locations ; to culminate the year’s activities with a national annual juried exhibition open to members and non-members.

 ARTICLE III

MEMBERSHIP

Any person, who is interested in the Pastel Society of New Hampshire’s goals and in the soft pastel medium and who pays dues, shall be eligible for membership. The Pastel Society of New Hampshire shall not discriminate against any person in any manner on the basis of sex, race, age, religion, handicap or ethnic origin.

 ARTICLE IV

MEMBERSHIP MEETINGS

There will be four scheduled Membership meetings a year, including the Annual Meeting in the month of November.  The time and date of these meetings will be determined by the Board of Directors. Special meetings may be called by the President, and may also be called at the request in writing of at least 3 members.

 ARTICLE V

BOARD OF DIRECTORS

 Section 1. General

The Board of Directors shall consist of the Officers, the Chairpersons of all standing committees and other Members. The Board of Directors shall consist of no less than nine or more than 16 persons.  Term of service for Directors will be two years. Officer’s duties begin at the annual meeting when elected and will run for two years until the annual meeting.  Officers who have been appointed mid- year will fill out the term of the officer they have replaced. When the term of one or more Director/s is about to expire, the Nominating Committee will nominate a person/s to replace the out-going Director/s and present the slate of nominations to the Membership for election at the Annual Meeting.  Following the completion of a two-year term, an Officer may be re-elected to her/his currant position or to another position on the Board.

 Section 2. Control and Power

The Board of Directors shall assume full responsibility for the Pastel Society of New Hampshire’s operations. The Board shall have the exclusive control and power to manage the activities, property and affairs of the Society and shall determine the manner in which the funds of the Society, both principal and income, shall be applied within the limitations of the Society's Articles of Agreement and these Bylaws.

 Section 3. Meetings

There will be four scheduled Board of Directors meetings a year, including the annual meeting of the Board of Directors, which shall be held at such place and time as determined by the Board in the month of October. 

 Regular and special meetings of the Board, or any committee thereof, shall be called by the President or at the request of any three members of the Board of Directors and shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days' advance notice (in writing or otherwise) of every meeting shall be given to each Director. Any Directors may waive notice of a meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest.

 At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the Society's Articles of Agreement or these Bylaws. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting without notice other than announcement, until a quorum shall be present or available.

 Section 4. Resignation

Any Director may resign at any time by giving written notice to the President or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein.

 Section 5. Vacancies

If the office of any Director shall become vacant for any reason, the remaining members of the Board, even if less than a quorum, shall elect a successor(s) for the unexpired term of such Director.

 Section 6. Compensation; Reimbursement

Directors shall not receive compensation of any kind for services rendered on behalf of the Pastel Society of New Hampshire.

 ARTICLE VI

OFFICERS

Section 1: General

The Officers of the Pastel Society of New Hampshire shall consist of: President, Vice President, Treasurer, Secretary and Member at Large.  They will be known as the Executive Council.  The Executive Council is authorized to make decisions on behalf of the Board when a decision is required immediately.  The Executive Council will also act as the Nominating Committee, chaired by the Vice President. Term of service for Officers will be two years.  Following the completion of a two-year term, an Officer may be re- elected to his/her currant position or elected to another position on the Board.

 Section 2: President

The President shall be responsible for conducting all meetings and shall be responsible for the agenda and general conduct of such meetings.  The President shall be an ex-officio member of every committee.

The President shall be the spokesperson for the organization and shall represent the Pastel Society of New Hampshire at local, civic, and other outside activities, which require the Society’s attendance.

 Section 3: Vice President

The Vice President will report to the President and will be responsible for the organization in the absence of the President.  The Vice President will be Chairperson of the Nominating Committee (consisting of the Executive Council) Bylaws and Policy and Procedures.

 Section 4: Secretary

The Secretary will report to the President and will be responsible for all correspondence as directed by the President and for recording minutes of Executive Committee, Board of Directors, and Members meetings.

 Section 5: Treasurer

The Treasurer will report to the President and will be responsible for the financial records of the Society and for an annual independent audit.  The Treasurer shall keep correct and complete records of account accurately showing at all times the financial condition of the Society. Subject to the direction of the Board, the Treasurer shall be the legal custodian of all funds of the Society, shall keep a detailed account of its income and expenditures, shall present a financial report to the Board at regularly scheduled meetings and shall be responsible for payment of all expenditures of the Society. All checks will be signed with the signature of the Treasurer or President. 

 Section 6: Member at Large

The Member at Large will be the immediate past President and will report to the President.  The Member at Large will be a member of the Nominating Committee.

 ARTICLE VII

VOTING

Officers and Directors shall be elected by the membership at the Annual Meeting in November.  Notice of the Annual Meeting and absentee ballots will be sent to each member by the Secretary two weeks prior to the Annual Meeting.  In the event that there is but one candidate for each office to be filled, the requirement for election by ballot may be waived.  Elected Officers and Directors will be announced after the voting at the annual meeting and to the full membership in December via e-mail and on the Website.  Only members in good standing, with paid-up dues can participate as voting members.

 ARTICLE VIII

COMMITTEES

A committee shall consist of a Chairperson or Co-Chairpersons, appointed by the members of each committee annually or by the President as needed.  The Chairpersons shall report to the President or Vice-President, and shall make regular reports, when appropriate, to the Board at scheduled Board meetings.

 Standing Committees shall be:

  By-Laws, Policies and Procedures

  Education and Community Outreach

  Exhibitions

  Hospitality

  Membership

  Program

  Publicity

  Website and Newsletter

  Nominating

  Workshops

 ARTICLE IX

FISCAL YEAR AND DUES

The Pastel Society of New Hampshire’s fiscal year shall run from January 1^st to December 31^st.  Dues will be determined by the Board of Directors.  Dues are payable on a yearly basis.

ARTICLE X

AMENDMENTS

The Bylaws may be amended and new By-Laws may be adopted by a majority vote of the Board of Directors.

ARTICLE XI

ROBERT’S RULES OF ORDER

Robert’s Rules of Order shall serve as the parliamentary authority of the Society for all rules and procedures not covered in the Bylaws.

ARTICLE XII

LIMITATION OF LIABILITY

Unless otherwise expressly authorized by the Board, the Directors and Officers shall serve without compensation and, pursuant to Section 508:16 of NH RSA, shall not be liable for bodily injury, personal injury and property damage if the claim for such damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on to accomplish the purposes of the Society.

The Directors and Officers of the Society shall not be liable to the Pastel Society of New Hampshire for monetary damages for breach of their fiduciary duties to the full extent permitted by N.H. RSA Chap. 292.

ARTICLE XIII

INDEMNIFICATION

 The Pastel Society of New Hampshire shall indemnify and hold harmless any person who serves or has served as an officer, executive director or representative of the Society from personal financial loss and expense including reasonable legal fees and costs, if any arising out of any claim, demand, suits or judgment by reason of any vote, resolution, decision or other action taken by the officer, executive director or member of the Society, if said person acted within the scope of his/her official position and in good faith. Such right of indemnification shall not be deemed exclusive of any other right to which the said person may be entitled as a matter of law.

 ARTICLE XIV

DISSOLUTION

Upon the dissolution of the Pastel Society of New Hampshire, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.