VWS SPRING MEETING Notification and By-laws revision

Greetings on this (ugh) snowy day! Below is a copy of the notice you will receive in the mail as the official announcement of the VWS Spring Meeting. You can copy the form from this email and send it to Everett Webber, as indicated , if you want to get signed up right away (highly recommended). Also below is the content of the by-law revisions and Everett Webber's explanation. Everett put countless hours into making our by-laws into a clearly defined up-to-date legal document. This you will also receive in the mail. Please read carefully- we would like to encourage a quick discussion and vote on this matter.

This is going to be an exciting event with two excellent speakers and a "get-to-know-you" discussion group (Round Tables), similar to the much-enjoyed event at the 2007 Spring meeting. I'm really looking forward to seeing a BIG turn-out!! See you there!

Cynthia Crawford
VWS President

VERMONT WATERCOLOR SOCIETY NOTICE OF SPRING MEETING 2008
The Vermont Watercolor Society Spring Meeting for 2008 will be held at

The Middlebury Inn
Founders’ Room
14 Court Square
Middlebury Vermont 05753

Date : Sunday April 20, 2008
Time: 11:30 AM- 4:30 PM

Agenda: (approximate times)

11:30 AM- 12:00 PM Arrival and check-in
12:00 PM-12:30 PM Luncheon Buffet self-serve (there will be vegetarian choices).
12:30 PM-Official Business Meeting
a. Old Business
b. New Business
c. By-law Revisions and voting
d. Budget discussion

1:30 Speaker Warren Kimble world-renowned folk artist
2:00 PM Break
2:30 PM Round Table Discussions
3:15 Speaker Rob Hunter from Frog Hollow
4:00/4:15 PM end
4:15-4:30 clean-up/removal of equipment, etc.

NOTE: ENCLOSED WITH THIS NOTICE IS A COPY OF THE REVISED BY-LAWS AND AN EXPLANATION. PLEASE READ THIS CAREFULLY AND BE PREPARED TO DISCUSS ANY MATTERS OF CONCERN. MOST OF THESE CHANGES ARE SIMPLY LANGUAGE CLARIFICATIONS AND LEGAL UPDATE.

Cost: $25.00 per person
Guests are welcome
Deadline for sign-up: POSTMARKED April 15, 2008.
Send a check made out to “Vermont Watercolor Society”, $25.00 per person, to:

Everett Webber, Treasurer
5 Longwood lane
W. Lebanon, N.H. 03784

NOTE: PLEASE MAKE THIS A “SCENT-FREE” EVENT, i.e. no perfumes, aftershave, scented products, lotions, etc. THANK-YOU!

Please fill out the form below and return with your check:

Name:_____________________________________

Guest(s):____________________________________________________________

Address:______________________________________________________________________

Phone: __________________________

Email:_______________________________________________________

Amount Enclosed $_________________________

Note: If you would like to stay overnight at the Middlebury Inn, please contact Guy Rossi. Mention that you are attending the VWS spring meeting:
guy@middleburyinn.com 1-800-842-4666
BY-LAW Revisions for membership ---Proposed 25 March 2008
By-laws of the Vermont Watercolor Society, Inc. 6th Draft, Revision of By-laws
of 18 Nov. 2007. ew


VWS By-LAWS-REVISED

ARTICLE I NAME

The name of this corporation shall be Vermont Watercolor Society, Inc, hereinafter referred to as the VWS.
The address of the principal office of the VWS shall be the address of the duly appointed, or elected President of the VWS.
The VWS shall be registered as a non-profit corporation with the Secretary of State, State of Vermont, and a Nonprofit Biennial Report Form filed biennially. The registered office of the corporation shall be in the State of Vermont at the address of the President of the VWS, or an officer appointed by the President.

ARTICLE II PURPOSE

[1] To maintain and extend appreciation of Watercolor Artists and the art of Watercolor painting.
[2] To further the exhibition and education of fine Watercolor Artists.

ARTICLE III MEMBERSHIP

Artists may reside in any state, region or country.
There are four forms of membership in the VWS.
[1] Signature Member:
[a] Allows a member to use the initials VWS after her/his signature on watercolor paintings. To attain this form of membership, a member must be accepted into no less than three shows in a five year period with three different watercolors, by a jury/juror of specific Vermont Watercolor Society juried shows to obtain the right to put the initials "VWS" after her/his name.
[b] Signature Member status is forfeited, and the initials VWS can no longer be used when membership status is no longer in effect, when it has become terminated for any reason.
[2] Member:
[a] Open to any watercolor artist.
[b] Members may apply at any time to be upgraded to Signature Member in accordance with the procedure stated above.
[3] Honorary Member:
[a] The Board of Directors, hereinafter also referred to as the Board, may, for a variety of reasons, choose to award an honorary membership to a deserving individual.
[4] Lifetime Member:
[a] Anyone who has served as President of the VWS for one year or more is entitled to a Lifetime Membership at no cost.
[5] Voting rights:
[a] Each member in good standing shall be entitled to one vote on each matter
submitted to a vote of the members.


ARTICLE IV OFFICERS

[1] All Officers may be from any state, region or country.
[2] Officers of the VWS shall be President and Chairperson, Vice President, Secretary, and Treasurer/Director of Membership.
[3] The duties of the Officers will include, but not be limited to the following:
[a] President and Chairperson. Shall see that the VWS runs smoothly and efficiently and in accordance with the By-laws by channeling information through each branch of the Board of Directors, thereby maintaining order and connection throughout the VWS. Shall keep abreast of member desires and issues, and act as a resource for conflict resolution. Shall run the Annual Meeting and Officer elections according to Robert’s Rules of Order. Above all the President shall hold the vision of the VWS in all decisions affecting its future direction.
[b] Vice President. Shall work closely with the President and be prepared to fill in for the President as necessary. Shall be well versed in all Board activities and take on responsibilities as needed within the Board structure as deemed necessary by the President. Shall prepare for potential succession to the presidency, thereby ensuring a smooth transition.
[c] Secretary. Shall be responsible for recording the minutes of all Board meetings and two annual membership meetings to be published within a thirty day period to the designated recipients. Shall be responsible, either personally or through delegation to a volunteer, for taking care of correspondence and other writing tasks for the VWS as the President and the Board may require. Shall be an active participant in Board discussions, providing council and assistance.
. [d] Treasurer/Director of Membership. Shall, along with the President, be the steward of the fiscal health of the VWS. Shall manage all income and expenses of the VWS, manage the bank account and officer credit/debit cards. Shall, unless otherwise assigned, maintain the membership database, although some database work may be assigned to volunteers. Shall keep abreast of membership trends. Shall, either personally or through delegation to a volunteer, send out welcome letters and information packets to new members, distribute brochures and other information, and pursue recruitment of new members.
[4] Currently serving officers shall not be required to pay dues during their terms of service. They may, however, exercise the option of paying dues.

ARTICLE V DIRECTORS

[1] All Directors may be from any state, region or country.
[2] Directors of the VWS shall be Director of Exhibits, Director of Education and Events, Director of Communications and Public Relations, and Director of Volunteers.
[3] The duties of the Directors will include, but not be limited to the following:
[a] Director of Exhibits. Shall be in charge of the Exhibits Committee. Shall coordinate all facets of all exhibits with a volunteer team, involving soliciting venues, creating a prospectus, generating postcards, hanging and removing each show, negotiating terms of sale and commission with galleries, and overseeing the hiring of jurors for juried exhibits as necessary.
[b] Director of Education and Events. Shall be in charge of the Education and Events Committee. Shall, with a team of volunteers, plan educational activities and programs in concert with member desires, including the activities for both annual meetings.
[c] Director of Communications and Public Relations. Shall be in charge of the Communications and Public Relations Committee. Shall, with a team of volunteers, be responsible for planning and implementing all VWS communications and public relations activities. Shall oversee the development and implementation of promotional support material required and produced by other Board members.
[d] Director of Volunteers. Shall be in charge of the Volunteer Committee. Shall be responsible for developing a volunteer program that will strengthen the ability of the VWS to support and expand volunteer recruitment.
[4] Currently serving Directors shall not be required to pay dues during their terms of service. They may, however, exercise the option of paying dues.

ARTICLE VI BOARD OF DIRECTORS

[1] The Board of Directors of the VWS shall be comprised of the Officers and Directors as listed in ARTICLE IV[2] and ARTICLE V[2].
[2] The Board will function with clear definitions of term limits, responsibilities and most importantly, a process for cultivating and educating new up and coming Board seat replacements.
[3] The President of the VWS shall be the Chairperson of the Board.
[4] Board members shall be responsible for keeping the President informed of all situations within the VWS.
[5] The Board will meet four times a year. Interim meetings may be called as necessary, and when possible, will be conducted via telephone conference call to minimize undue travel. Meeting locations will be based upon the makeup of the Board of Directors, keeping in mind each member’s place of residence.
[6] The President shall each year appoint three members of the Board to serve on the Nominating Committee, one being designated as being in charge.
[7] The President shall each year appoint three members of the Board to serve as a By-laws Committee, one being designated as in charge,
[8] The President, with the consent of the Board, shall have the power to interpret, maintain, change, and develop, as necessary, the rules governing the affairs of the VWS, within the parameters of the By-laws, including potential changes to the By-laws, thus allowing flexibility in the day to day activities of the VWS.

ARTICLE VII ELECTION OF OFFICERS AND DIRECTORS

[1] Officers and Directors shall be elected for a term of one year at the November Annual Meeting.
[2] All Board positions are elected for a one-year term, renewable for no more than three consecutive years in any one position.
[3] Board Members may be elected to serve in various Board positions, but only one at a time.
[4] In case of a vacancy in the office of President, the Vice President shall become President. In the case of other Officers and Directors, vacancies will be filled by presidential appointment.
[5] No Member shall be nominated, or elected in her/his absence unless such member has indicated intention to accept such office in writing prior to the election.
[6] Nomination for elected office and directorship positions shall be made from the floor, prior to the Membership vote, at the Annual Meeting in November.
[7] Proxy vote will not be allowed.

ARTICLE VIII MEETINGS/QUORUM

[1] Meetings: There shall be at least two membership meetings during the year. One shall be in the spring, and the Annual Meeting shall be in November. The time and place of such meetings shall be determined by the Board.
[2] Quorum: a quorum for the purpose of conducting the business of the VWS shall be at least 15 members in good standing.
[3] Robert's Rules of Order shall prevail and shall govern all deliberations during official VWS meetings.
[4] The order of business shall be set forth by the presiding Officer.
(1) [5] Special meetings shall be held at such times and locations as the Board shall deem necessary. Notification shall be to all members by the least expensive, but expedient means available. Members shall be defined as those members appearing on the current VWS Member Roster.

ARTICLE IX COMMITTEES

[1] Temporary (Ad Hoc) Committees. The President, with Board approval, may appoint one or more committees to serve for a specific task as defined in a letter of appointment. Such committee(s) will be comprised of Directors and/or Membership and may be dissolved when the task is accomplished.
[2] Standing Committees.
[a] Exhibits Committee. See also ARTICLE V, Section [3][a].
[b] Education and Events Committee. See also ARTICLE V, Section [3][b].
[c] Communications and Public Relations Committee. See also ARTICLE V,
Section [3][c].
[d] Volunteer Committee. See also ARTICLE V, Section [3][d].
[e] Nominating Committee. Shall seek potential candidates for Officer
and Director positions throughout the year to be presented to the
Annual Meeting in November and voted on by the Membership,
[f] By-laws Committee. Shall meet at least once a year to review the need for
changes in By-laws, and develop changes as needed.
[g] Ethics Committee.
1. Any complaint brought as an ethics issue against a member of the VWS, that cannot be resolved by the President of the VWS, will be brought to resolution in a timely manner by the Board of Directors acting as an Ethics Committee for that specific purpose. The Chairperson of this Committee will be the President of the VWS, or her/his designee. The Committee will be comprised of the President and either four or six other members of the Board of Directors at the president’s discretion. Standards of behavior, and actions recommended for failure to honor these standards, are put forth below.
2. Standards.
a. Gallery rules pertaining to frames, mats, delivery and pickup times, subject matter, sales commissions, and other specific requests are not to be disputed.
b. Gallery owner and juror decisions as to paintings chosen to be in a show must be accepted without complaint or adverse comment.
c. Telephone calls and other communication to jurors, gallery owners, or VWS officers to complain will not be tolerated. Necessary contact regarding specifics of a show must be made only with the assigned show coordinator for that show.
d. VWS rules must be adhered to. However, any member feeling that a rule needs revision, or that there is an exception in her/his case, may bring a request to the Board of Directors for consideration.
e. Failure to respect the artwork of others, within and without the VWS, in
the form of disparaging comments or attitudes is prohibited.
f. Incidents not specifically covered in the above standards that are detrimental to the VWS or one of its members, may be brought to the Ethics committee for resolution as an ethics issue.
g. All complaints to the ethics committee must be in writing, signed by the accuser. The complaint must be made available to the accused if requested.
3. Actions.
a. A majority vote of the Board of Directors members present will be necessary in order to create a decision and resolution.
b. The offending party will be requested to attend a meeting of the Ethics Committee to present her/his account of the event(s).
c. Resolution of an incident may include, but not be restricted to, the following actions:
i. A decision in favor of the alleged offender.
ii. A reprimand in formal letter form.
iii. Exclusion from one or more present and future VWS shows.
iv. Expulsion from the VWS for flagrant and/or repeated violation of standards.
v. Any other actions deemed appropriate by the Ethics Committee.
vi. If the Board deems the incident is a serious matter with possible legal ramifications, the Board may ask for legal counsel.
vii. All complaints will be kept confidential in the VWS file and the file of the VWS member.
d. The Board of Directors, acting as an Ethics Committee, shall keep written minutes of its meetings and decisions and these are to be preserved indefinitely.
e. The incident and its conclusion will be entered into the individual’s VWS file, and published in the VWS Newsletter.
f. The resolution of the matter will be reported in writing to the offended party, by the Ethics Committee of the VWS.

ARTICLE X FINANCES/MEMBERSHIP

[1] The Calendar Year of the VWS shall be January 1 through December 31. Dues are payable beginning October 1st, and delinquent December 31st prior to the year they are due.
[2] Members are responsible for prompt payment of dues. Notification of overdue payments will be made by the Treasurer by March 15th, by use of Email or the US Mail, to the delinquent party.
[3] Anyone whose membership is not current, i.e., has not paid her/his dues by
December 31st, cannot participate in official VWS shows, or vote on official VWS issues following that date until dues payment has been received.
[4] A member’s status is “Delinquent” if dues are not paid by December 31st prior to the year they become due and continues until March 31st of the year they are due.
[5] A member’s status is “Inactive” if dues payment has not been received by March 31st of the dues year and continues until December 31st of the dues year. The member will continue to receive VWS communications during this status.
(1) [6] Payment of dues for the current year releases the Delinquent or Inactive status and the member can participate immediately in official VWS shows and vote on official VWS issues.
[7] A member’s status becomes “Terminated” and she/he is no longer a member of the VWS after December 31st of the dues year, i.e., after a year of nonpayment of dues.
[8] A Terminated, or former, member may be reinstated by paying current dues, no matter what amount of time has passed. Signature status, however, will be lost after one year’s absence from paying dues, and the returning member reverts to the status of Member until she/he reestablishes Signature membership as stated in ARTICLE III [1].
[9] A member whose status has become Terminated because of Resignation from the VWS, upon reinstatement, will retain a previous Signature Membership status.
[10] In the case of undue hardship, the Board may vote to allow a former Signature
Member to retain her/his signature status when rejoining.
[11] New members are eligible to participate in any events or exhibits as soon as dues are
paid.
[12] Nonmembers are welcome at the spring and fall VWS meetings, and
at workshops and similar events designated as “open to the public”.
[13] Annual dues of the VWS and other similar items may be changed by majority vote at any meeting at which there is a quorum present. All members will be notified of any changes in dues.
[14] Members may submit their intention to resign from the VWS by writing to
the Treasurer.
[15] The Treasurer shall receive and have custody of the VWS funds and shall keep
complete and accurate records of VWS receipts and disbursements. Such
records shall consist of a numbered checkbook and a bound record book
in which an entry is made for VWS transactions in a manner that no funds
are left unaccounted.
[16] The Treasurer shall choose the banking institution in which the funds of the VWS are deposited in the name of the Vermont Watercolor Society, or VWS. The signatures of the Treasurer and the President shall be on file with the banking institution as authorized to sign checks.
[17] A budget shall be prepared by the Treasurer and the Board to be presented at the November Annual Meeting for the following year. Once approved, the items in said budget may be paid by the Treasurer without further approval. Lacking a budget, the Treasurer shall pay all due and just debts of the VWS. Items greater than two-hundred dollars ($200) in cost shall be brought before the Board for approval, and if necessary, before a special panel of members.
[18] The Treasurer shall be prepared at each meeting of the VWS to report on the condition of the treasury, including any disbursement and current balance. The records of the Treasurer shall be open to examination by any member in good standing, at any reasonable time and place in the presence of the Treasurer and VWS President.
[19] The Treasurer maintains the FileMaker Pro database. A volunteer may be
appointed to assist with this function.

ARTICLE XI AMENDMENTS

[1] Amendment of these By-laws may be accomplished by two thirds (2/3) vote of the membership present at any meeting where there is a quorum and provided that a written copy of such proposed amendment(s) was sent to each member at least ten (10) days prior to such meeting. [2] Any amendment(s) of these By-laws shall become effective immediately upon adoption.

ARTICLE XII CONTRACTS

[1] The Board may authorize any officer or director to enter into any contract in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific business.
[2] Prior to signing contracts, matters shall be reviewed by legal counsel, if the wisdom of the Board deems it appropriate.

ARTICLE XIII DISSOLUTION OF THE CORPORATION.

[1] If for any reason, the Board deems it appropriate to dissolve the VWS, any assets remaining after payment of, or provision for, its debts and liabilities shall, consistent with the purposes of the VWS, be turned over to another public benefit nonprofit corporation within the State of Vermont.
[2] No part of the net assets of the VWS shall inure to the benefit of, or be paid or distributed to an Officer, Director, member, employee, or donor of the VWS.
_____________________________________________________________________

BY-LAW CHANGES ARTICLE BY ARTICLE

The “By-laws Committee” has revised the VWS By-laws of Nov. 18, 2007. Many, many hours have been spent on several revisions.. The majority is unchanged. In some items language has been changed, but the content is basically the same. Some items are new. Many of the new items are ideas that have been discussed previously. Some of what appears to be new is clarification of existing material. Much has come straight from our President, Cindy’s, “The proposed board reorganization.” and “Overview of specific board positions”. Some of the new is essential for the by-laws of a corporation. A lot is common sense, and tightening up of the infrastructure.

The Secretary of State’s Office in Montpelier was contacted, Title 11B of the Vermont Statutes Annotated was consulted, and model by-laws for a public benefit nonprofit corporation were examined. The VWS is a public benefit nonprofit corporation.

The Vermont Attorney General has the authority to take a public benefit nonprofit corporation to court to ensure that it is being operated in the public interest.

The items listed here are meant to be compared with corresponding items in the accompanying By-laws as explanation. The underlined areas in the body of the By-laws represent new items/wording/clarification.
ARTICLE I NAME
Added the words “corporation” and “Inc”. We will still call it Vermont Watercolor Society without the Inc., except that Inc. should probably be on checking account, and letterheads and things like that. Also added a word or two about the registered address of the corporation, which is different from the address of the principle office of the VWS.
Added about registering with the State of Vermont as a nonprofit corporation, because in the past it has been overlooked. It is easy to do, and the VWS was terminated by operation of law on 6/13/2002 when it was overlooked. When that happens the corporation is considered not to be in good standing and must apply for reinstatement in order to regain good standing status by filing a biennial report form with the regular filing fee of $15.00 (which is waived if no compensation was paid to any officer, director, or employee during the prior calendar year) and pay a $25.00 penalty fee.
ARTICLE II PURPOSE
No change.
ARTICLE III MEMBERSHIP
[1][b] Clarification.
[2] Member to replace Associate Member---I have heard complaint about Associate status ---is it demeaning? I do not feel strongly about a change, just like the sound of Member better.
[2][b] The same as [2].
[3] New heading.
[4] New heading.
[5] Added voting rights. Voting and finances are sacred.
ARTICLE IV OFFICERS
These are as outlined by Cindy in her overview of specific board positions and so represents all new material , with the exception of item [1] and part of [4].
[3][c] Because it is a secretarial duty, and we will not have a corresponding secretary , I have added: Shall be responsible, either personally or through delegation to a volunteer, for taking care of correspondence and other writing tasks for the VWS as the President and the Board may require. This is a good volunteer job.
[3][d] Because of the Membership role of the Treasurer, I have added: Shall keep abreast of membership trends. Shall either personally, or through delegation to a volunteer, send out welcome letters and information packets to new members, distribute brochures and other information, and pursue recruitment of new members. I have been sending out welcome letters to new members, anyway. The treasurer’s database is always the most current. Another good volunteer job.
[4] Added the option of paying dues.
ARTICLE V DIRECTORS
An entirely new section, set up as in Cindy’s overview of specific board positions, except for the following.
[1] Self explanatory.
[5]New, but says the same as IV[4] under Officers.

ARTICLE VI BOARD OF DIRECTORS
Another new section.
[1] New.
[2] From Cindy,s overview.
[3] Logical.
[4] Important.
[6] Slight change---need a leader.
[7] New. An effort must be made to keep by-laws current, and this is a way.
[8] Important in order that the day to day affairs of the VWS will remain fluid.
ARTICLE VII ELECTION OF OFFICERS AND DIRECTORS
Basically unchanged.
[4] Wording altered a little.
[6] Tightened a little.
ARTICLE VIII MEETINGS/QUORUM
No change.
ARTICLE I X COMMITTEES
[1] New Heading. A little language change.
[2] [a] thru [d]and [f] are new.
[2][g] Ethics Committee completely unchanged.
ARTICLE X FINANCES/MEMBERSHIP
The heading MEMBERSHIP is new here, but because the area of finance and membership is so closely intertwined, it seems a reasonable association, especially so, because of the Treasurer/Membership position listed under Officers. This section is mostly unchanged , but it has been itemized and rearranged from previous paragraph form, which gives a lengthy list.
[2] New date, with method of contact specified.
[3] Clarification, with the addition of cannot vote.
[4],[5],[6],[7],[8] Clarification. [6] also allows vote.
[9] New, self explanatory.
[13] An important item, I believe. In the previous By-laws, Article IX Amendments, a rather non-translatable item (2) was “An amendment of any addendum to these By-laws shall be accomplished in the same manner as above [see Article (1)], but shall not require new By-laws to be submitted for approval. This is to allow for change in such minor matters as amount of yearly dues and other similar items within the authority of the membership.” I believe the new item [13] is much less cumbersome, therefore easier to use and more effective.
[19] Self explanatory.
ARTICLE XI AMENDMENTS
[1] Unchanged.
The almost non-translatable item (2) of the previous by-laws’ Article X Amendments mentioned just above has been dropped in its entirety.
[2] The current one---changes part of the previous item (1), “Any amendments of the By-laws shall not become effective until such amendment has been approved and signed by the officers of the VWS” to a much simpler version: “… shall become effective immediately upon adoption.”
ARTICLE XII CONTRACTS
[1] Completely new and simplified.
[2] Different outlook on legal counsel. I believe the Board of the VWS is savvy enough to know when to punt.
ARTICLE XIII DISSOLUTION OF THE CORPORATION.
Dissolution of the corporation must be included in the By-laws.


Everett Webber, VWS
3/27/2008