Florida Watercolor Society

FLORIDA WATERCOLOR SOCIETY
BY-LAWS

ARTICLE I: NAME AND PURPOSE

A. This document, updated in 2012, replaces all previous by-

laws and amendments of the Florida Watercolor Society.

B. NAME: The name of the organization is The Florida

Watercolor Society (FWS).

C. PURPOSE: The purpose of this society shall be to:

a. Educate the public as to the importance of watercolor

as a creative and permanent painting medium.

b. Contribute to the cultural atmosphere and standards

of the State of Florida.

c. Support and educate members of FWS and other

watercolor organizations in their worthwhile endeavors

in watercolor painting.

D. LOCATION: FWS is a non-profit, tax-exempt, Florida

Corporation with headquarters located at the address of the

Treasurer.

E. DEFINITION: Watercolor painting is defined as painting in

water-soluble media on all surfaces created for watermedia,

framed and placed under suitable glazing material (Plexiglas).

For example: paper, clay coated surfaces (Clayboard,

Aquabord), synthetic surfaces, (Yupo, Tiger Rag), illustration

board, paper mounted board and flat watercolor canvas would

be allowed.

ARTICLE II: MEMBERSHIP

A. CATEGORIES. There shall be three (3) basic classes of

membership: Associate, Participating and Signature. All

Members (Associates, Participating and Signature) may vote in

all elections. In addition, there are membership sub-

categories of Life, Charter, Non-Resident, Corporate and

Honorary. Any member who moves out of the state may

retain membership subject to payment of membership

categories.

1. Associate Membership

a. Only Florida residents are eligible to become

associate members. Since many people do not

spend the entire year in the state, residency

requirements including a Florida mortgage or

lease or a Florida drivers license. This is offered

as a guide only and will be subject to review by

the Membership Chair and the Board of

Directors.

b. Associate Membership shall be extended to any

individual meeting the residency requirements

and paying the annual dues. A person who does

not fulfill the requirements for membership in

the Society may become a “Non-Resident

Associate Member”. Under this category the

NRA member will have all membership privileges

as an Associate Member except that he/she may

not enter the FWS juried exhibit, vote in the

affairs of the society, or become an officer in

FWS.

c. Honorary Associate Membership is given as an

honor only, without the usual monetary

requirements. No membership privileges are

granted, nor is entry into the Annual Exhibition

allowed. Honorary Membership is granted only

upon unanimous approval of the Board.

d. Associate Members, comprising over half of the

FWS total membership, represent a broad array

of skills. The Nominating Committee may, in the

interest of the Society, select an Associate

Member to run for any office except for the

Presidency or any Vice President position. If

elected, that member would have all the rights

and privileges of fellow Officers and Directors

during the term of office only.

2. Participating Membership

a. In order to become a Participating Member, one

must:

i. Be a paid-up Associate Member, not in

arrears.

ii. Enter a watermedia eligible painting and

have such painting exhibited at one (1)

FWS Annual Exhibition. It is noted that an

individual may enjoy Associate

Membership, by payment of dues, until

such time as he/she qualifies for

Participating Membership.

b. Having once qualified for Participating

Membership in accordance with subparagraph

(1) and (2) above, only regular payment of dues

is required to maintain status. After an

individual has qualified for Participating

Membership he/she shall be so informed by a

member of the Board.

c. Participating Members are permitted to vote and

are authorized to hold office with all powers and

authority of the Society invested, except as

noted below.

d. In exceptional cases, a membership may be

terminated for cause by the Board of Directors, a

majority of members present and concurring.

e. Reinstatement of a Participating Membership

which has lapsed because of non-payment of

dues may be effected by the payment of dues for

the current year and those years in arrears.

3. Signature Membership

a. In order to become a Signature Member one

must:

i. Be a paid-up Participating Member no

annual payments in arrears..

ii. Enter watermedia eligible paintings and

have such paintings exhibited in three (3)

FWS Annual Exhibitions. This includes

qualifying for Participating Membership and

acceptance and participation in two (2)

additional Annual FWS Exhibitions. Each

accepted entry must be different.

b. Having once qualified for Signature Membership

in accordance with subparagraphs (1) and (2)

above, paragraphs b, c, d and e under

Participating Membership will apply.

c. Signature Members are authorized to use “FWS”

in their painting signatures. No other

category is so authorized.

4. Life Membership

a. Life Membership is granted to all past Presidents.

Board Members, other than past Presidents, who

have served five or more years, are eligible for Life

Membership by approval of the full board. Life

Membership cannot be purchased. All Life

Memberships purchased prior to January 2004

will maintain that status.

5. Charter Membership

a. Charter Members of the Society are those who

have paid dues prior to January 1, 1973. Their

names are in the permanent records of FWS.

B. Dues

1. Annual dues shall be paid by each member except

those in the Life Membership category.

2. An annual dues notice will be sent to each member,

such notice, stating that dues shall be paid between

January 1st and March 31st of each year and that on

April 1st, dues will become delinquent. All dues paid

at any time during the current year are for the current

year only with one exception: new members joining

at the convention or within the remaining year after

the convention will be members for the following

year. On April 1st of each year, all unpaid members

shall be immediately dropped from the membership

rolls, losing all status and privileges thereof. A former

member may regain his/her status by paying all back

dues. He/she will only be eligible for the current

year’s exhibition if the current and former years’ dues

are paid by March 31st.

ARTICLE III: ORGANIZATIONAL AND BY-LAWS

A. BY-LAWS

1. The provisions of adopted by-laws and amendments

thereto shall govern membership, organization and

activities of the Florida Watercolor Society.

2. Proposed amendments to the by-laws may be

submitted by any interested member to the Director

appointed as Parlimentarian by the President. . This

Committee will report to the Board at least annually

on the status of the By-Laws and any proposed

changes.

3. All proposed amendments to by-laws shall be

considered and voted upon by the board of Directors

at the next Board Meeting called by the President.

4. All votes at Board Meetings will be decided by a simple

majority of those present. To hold a meeting where

votes can be taken, there must be a quorum of a

simple majority of all board members. Action of the

Board is final.

5. All bylaw changes must be published in the newsletter

and voted upon by the membership to be ratified.

This voting will be conducted by written ballot by mail

or email or other electronic means. A simple majority

of those voting is required for a vote to pass.

B. OFFICERS AND DIRECTORS

1. Positions

a. President

b. Director of Operations

c. First Vice-President (Membership Chairman)

d. Second Vice-President (Awards and Nominating

Chairperson)

e. Third Vice-President

f. Recording and Corresponding Secretary

g. Treasurer

h. Director of Communications

i. Four (4) Directors, who shall be the four (4)

most recent Past Presidents, with the most

senior Director retiring each year. The Board

may propose to the membership the election of

more than four (4) Directors if necessary to

improve functioning of the Board and to achieve

representation from all regions of the state.

j. Standing Committee Chairpersons, when

appointed by the President, with the approval of

the Board, will serve as Board Members with full

voting privileges for their term. Standing

Committee Chairpersons may include, but not be

limited to, the Convention Facilities Director, the

Tradeshow Director and the Digital Entry

Director.

2. Election, Appointment and Terms of Office

a. The following Officers will be chosen by a signed

ballot submitted to the membership by mail or

email or other electronic means – President, First

Vice-President, Second Vice-President,

Treasurer, Recording and Corresponding

Secretary, Director of Communications and

Director of Operations.

b. All other Board of Directors members will be

appointed by the President and approved by the

elected members of the Board of Directors.

c. Both elected and appointed Officers and

Directors will be announced at the Annual General

Meeting, and start a one (1) year term on the

following January 1st.

d. Officers and Directors appointed after the Annual

General Meeting will be announced in the next

newsletter after their appointment and will serve

the remainder of the one (1) year term starting

on January 1 after the Annual General Meeting.

C. Duties

1. President

a. Shall be chief executive officer of the Society and

shall preside at all meetings of the member and

the Board of Directors.

b. Shall appoint the membership of all standing

committees except as provided herein.

c. Shall be ex-officio (nonvoting) member of all

committees.

d. Shall appoint a nominating committee.

e. Shall sign all written contracts and obligations of

the Society, provided he/she is able to do so. In

his/her absence, the First Vice-President, the

Director of Operations or the Second Vice-

President may sign in his/her place.

f. Shall perform such other duties as may be

appropriate or assigned by the Board of

Directors.

2. Director of Operations

a. Shall appoint an auditor to perform an annual

review of financial accounts as required by the

Internal Revenue Service. Copies of the audit

and year-to-date financial statements shall be

distributed to the Board at the September

Meeting by the Treasurer and Director of

Operations.

b. Shall provide the Treasurer and Board of

Directors with recommendations as to proper

investments of the Society’s assets and shall

have signature authority on all bank and

investment accounts.

c. Shall supervise the preparation of the Budget by

the Treasurer in cooperation with the President

and President-elect.

d. Shall negotiate contracts and agreements with

museums for exhibitions and with hotels for

convention accommodations.

e. Will create a slate of Officers in conjunction with

the Board, and with input from the Nominating

Committee.

f. Will create a slate of Directors in conjunction

with the Board, and with input from the

Nominating Committee, to be to be presented to

the President for consideration for appointment

in the subsequent year.

3. First Vice-President - (Membership Chairman)

a. Shall perform all duties of the President when

the President is not available.

b. Shall serve as Membership Chair and be

available to inform and assist new members as

they enter the Society.

c. Shall send out annual membership dues

statements.

d. Shall ensure that the Membership Directory and

bylaws are kept current on the website.

e. Shall perform such other duties as assigned by

the President.

4. Second Vice-President - (Awards and

Nominating Chairperson)

a. Shall perform all duties of the presiding officer in

the absence of both the President and First Vice-

President.

b. Shall serve as Chair of both the Nominating

Committee and Awards Committee.

c. Prepares, records and received ballots.

d. Ballots will be verified by the President.

e. Shall perform such other duties as assigned by

the President.

5. Third Vice President

a. Shall perform all duties of the presiding officer in the

absence of the President, First Vice-President and

Second Vice-President.

b. Shall act as the assistant to the Convention

Facilitator and the Digital Chair as needed.

c. Shall perform such other duties as assigned by the

President.

6. Recording and Corresponding Secretary

a. Shall be available to the President and shall keep

and record all of the Society’s business. Such

records shall be available to all Officers and

Board Members within thirty (30) days after any

policy-making meeting is held.

b. In the absence of the President, the First- Vice

President and the Second Vice-President shall

preside until a member of the Board of Directors

is elected to perform all duties of the presiding

officer.

c. Shall keep the Roll of the Society as a historic

record.

d. Shall perform such other duties as assigned by

the President

e. Shall be responsible for receiving the registration

fees of all convention activities.

7. Treasurer

a. Shall receive all monies of the Society.

b. Shall pay, upon approval of the Board of

Directors, all legitimate financial obligations of

the Society.

c. Shall keep accurate accounts, in normally

accepted formats, of all financial transactions of

the Society, and make such accounts available to

the Board of Directors at all times. Shall

prepare, in cooperation with the President, the

President-elect, and the Director of Operations, a

budget of estimated income and expenses for

the ensuing year. This budget to be reviewed

and approved by the Board at the mid-winter

meeting. Also shall provide to the President,

First and Second Vice-President and other

interested members of the Board, monthly

statements of the Society’s Net Worth and Profit

and Loss statements for the year-to-date.

d. Shall make a complete financial report to the

membership at each annual meeting.

e. Within ten (10) days of the end of his/her term,

or upon the receipt of the December bank

statement, shall transfer all records of accounts

to the new Treasurer. Any delay beyond this

shall be with the prior approval of the incoming

President.

8. Director of Communications

a. Shall prepare newsletters and arrange for their

printing and mailing.

b. Shall function as the website liaison and coordinator.

9. Tradeshow Director– Shall be responsible for all

Trade Show activities.

10. Convention Facilities Director – Shall be

responsible for convention operations.

11. Digital Entry Director – Shall be responsible

for entries to the annual and online exhibitions.

D. BOARD OF DIRECTORS

1. Composition. The above listed elected Officers,

together with the four (4) most recent Presidents

(who serve as Directors for four (4) years) and the

appointed Directors, shall constitute a Board of

Directors with voting privileges. The duties of the

Directors who are Past Presidents will be assigned by

the President in January, including but not restricted

to advising the President and the Director of

Operations, being responsible for storage and

archives, Parliamentarian and By Laws Chairperson,

and running the FWS booth at the Trade Show. The

outgoing President will be the advisor to the current

President and the Director of Operations.

2. Authority, Duties and Responsibilities. The Board

of Directors is granted general authority, as a policy-

making body, to take all legitimate actions appropriate

to the proper functioning of the Society and the

advancement of its interests.

a. The Board shall meet in person for the conduct

of business not less than twice per year,

preferably at the following times:

i. At the beginning of each year.

ii. At the annual meeting for the organization

of the Board, appointment of committees,

etc.

b. Society business shall be conducted at official

Board Meetings, with full attendance by

Directors. The President will set meeting dates.

Directors will submit requests for placement of

items on the meeting agenda at least 30 days in

advance. The President will furnish a copy of the

final meeting agenda to each Director at least

two (2) weeks before the meeting date.

c. Telephone, email and mail voting can be used

only in emergencies. This type of vote will be

conducted by the Corresponding Secretary, with

responses to him/her. The full results of such

votes will then be reported to the President and

each Board Member.

3. Interim Directors. In the event a member of the

Board is unable to complete his/her term, the

President, with the approval of the Board, may

appoint a replacement to serve until the next annual

election. If the vacancy is due to a Past President

being unable to serve his/her four (4) years on the

Board, the President, with the approval of the Board,

shall appoint a replacement to serve until the next

annual election. For the remaining years of the four

(4) year term, a replacement shall be elected

annually.

E. COMMITTEES

1. Standing Committee. Standing committees may be

appointed by the President.

2. Ad Hoc Committees. Ad Hoc Committees may be

appointed by the President or the presiding officer.

3. Subcommittees. Committee Chair’s may appoint

such subcommittees as they deem appropriate.

ARTICLE IV: ACTIVITIES

A. MEETINGS

1. Annual Meeting. There shall be an annual meeting

of the membership to receive reports of officers and

standing committee chairs and conduct such other

business as is brought before it.

a. This meeting shall be held at the time and place

of the Annual Exhibition and Convention of the

FWS.

b. General preparations and an agenda for this

meeting shall be the responsibility of the Board

of Directors.

c. Provisions shall be made by the Board of

Directors for members to propose, nominate and

vote by mail or email or other electronic means

in order that members unable to attend

meetings shall have an opportunity to participate

in important decisions.

2. Board Meetings. Boards of Director Meetings are

provided for elsewhere herein.

B. EXHIBITIONS

1. Annual Exhibition of FWS. As the primary purpose

of the Society, an annual exhibition shall be planned

and conducted by the Exhibition Committee in

accordance with the following general rules:

a. The objective shall be to produce the best annual

watercolor exhibition in the state.

b. The Annual Exhibition shall be open only to

members in good standing.

c. A new member’s application must be received by

March 31 to be eligible for the Annual Exhibition.

d. The predetermined, non-refundable entrance fee

shall be paid by all members entering the Annual

Exhibition.

e. Because of the demands of the President’s job

and the inevitable loss of painting time, the

President of the Society may, if he/she so

desires, exhibit one work at the Annual

Exhibition, and be included in the Catalog,

without going through the jurying process. The

displayed work will be labeled as the work of the

President and such label will also state that the

work did not go through the juried competition.

This procedure is entirely optional to the

President.

2. Juror of Selection and Awards

a. The juror of selection shall be one highly

competent in the medium and a nationally

recognized painter. The juror should be

preferably a signature member of a national

watercolor association, and should not be a

member of the FWS.

b. No individual shall serve as juror of the Annual

Exhibition any two (2) years in succession.

3. Compliance Committee

a. The Compliance Committee shall consist of the

President and two (2) Signature Members,

chosen by the President. This committee solves

all compliance problems for the Exhibition and

insures that the paintings chosen by the Juror

are in compliance with the Prospectus which is

the governing rules of the Exhibition.

C. Newsletter. For the purpose of keeping the membership

informed and for stimulation interest, a newsletter shall be

published whenever practicable.

ARTICLE V: MISCELLANEOUS RULES AND PROCEDURES

A. Auditor. A Certified Public Accountant, appointed by the

President or Director of Operations shall provide an auditor’s

review to the Board at the time of transfer of financial records

to an incoming Treasurer.

B. Treasurer Bond. The Treasurer shall not be required to

furnish bond.

C. Rules of Order. “Roberts Rules of Order, Revised”, shall

apply to all appropriate cases.

D. Signatory Authority. The President, Treasurer and Director

of Operations will have signing authority on the organization’s

bank account.

E. Election of Officers and Directors.

1. The following Officers shall be elected by the

Membership -- President, First Vice-President, Second

Vice-President, Treasurer, Recording and

Corresponding Secretary, Newsletter Editor..

2. The Nominating Committee, chaired by the Second

Vice-President, shall provide nominations for elected

and appointed Directors and Officers. Any

Participating or Signature Member of the FWS may

also submit recommendations to the committee. The

committee must nominate at least one (1) and not

more than three (3) individuals for each office.

Nominations for office other than those made by the

Nominating Committee should be made by mail.

3. Elected Officers and Directors shall be elected by a

signed ballot submitted to the membership by mail or

email or other electronic means , sent by the Second

Vice-President to the membership. The Nominations

Chairperson will provide a written report to the President and the

results will be published in the next newsletter.

4. All Officers are elected annually for the term of one

(1) calendar year. There is no limit to the number of

terms that can be held.

D. RULES OF COMPENSATION.

1. Those on FWS official business may receive

reimbursement for their documented travel expenses

in amounts as approved by the Board.

2. Officers, Board Members and others, who have been

granted spending privileges by the Society, may

spend up to one-hundred dollars ($100.00) per

transaction without prior approval. In no case,

however, can a person’s quarterly reimbursable

expense exceed $300.00 without prior approval of the

President. Expense vouchers will be submitted to the

Treasurer monthly and must include receipts for all

expenses. On occasion, the President may grant prior

approval to exceed the stipulated limits if the situation

so warrants.

FWS Bylaws Revised 2012