Pastel Society of New Hampshire By-Laws
The name of this organization shall be the PASTEL SOCIETY OF NEW HAMPSHIRE (hereinafter the "Society").
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 website and our publications; to hold members’ shows at appropriate gallery locations; to culminate the year's activities with a national annual juried exhibition open to members and non-members.
Any person who is interested in the Pastel Society of New Hampshire's goals, in the soft pastel medium, and who pays dues, shall be eligible for General Membership. Signature Membership is achieved by members who meet certain criteria as defined in the Policies and Procedures. 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.
There will be Membership meetings scheduled at the discretion of the Board, 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.
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 no more than 16 persons. Term of service for Directors will be two years. Officers’ duties begin at the annual meeting when elected and 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 Directors is about to expire, the Nominating Committee will nominate persons to replace the out-going Directors 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 current 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 By-laws.
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 By-Laws. 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 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. Directors may elect to stipend a nominal amount for the position of Webmaster.
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 current 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).
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 if the Directors request, 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, unless he/she is filling another office or chair position. The Member at Large will be a member of the Nominating Committee.
Officers and Directors shall be elected by the membership at the Annual Meeting in November. Notice of the Annual Meeting will be sent by email by the Membership Chair. 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 email and on the website. Only members in good standing, with paid-up dues, can participate as voting members.
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:
● Member Activities
● Member's Exhibition
● National Juried Exhibition
● Publicity and Social Media
● Technical Advisor
● Web Administrator
FISCAL YEAR AND DUES
The Pastel Society of New Hampshire's fiscal year shall run from January 1 to December 31 . Dues will be determined by the Board of Directors. Dues are payable on a yearly basis.
The By-laws may be amended and new By-Laws may be adopted by a majority vote of the Board of Directors.
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 By-Laws.
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.
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 arise 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.
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.