Article
I
Name and Office
This Corporation shall be known as The Dayton Society of Painters
and Sculptors and shall be referred to in these Bylaws as DSPS. The
principle office of the corporation is to be located in the City of
Dayton, County of Montgomery, State of Ohio.
Article II
Purpose
The purpose of DSPS shall be to benefit the citizens of the community
by encouraging the visual arts, by promoting interest in art produced
by members, students, and others, and by sponsoring art exhibitions,
educational opportunities, meetings, and social activities to promote,
discuss, and critique art.
Article III
Members
Section 1. Membership shall be open to all, without discrimination,
who are eighteen years of age or older. Application for membership
may be made at any time. Section 2. A member shall have the following:
A. Eligibility: Interest in the purposes of DSPS. B. Privileges: May
attend meetings and social functions of DSPS; may participate in exhibitions;
may vote; may sit on the Board of Directors; is eligible for Gold
Palette Designation, having won a DSPS award for Best of Show, First,
Second or Third Place. C. Responsibilities: Paying annual dues Section
3. Termination of Membership A. Membership may be terminated at any
time by the Board of Directors for the following reasons: 1.) Unlawful
activity 2.) Failure to pay dues or other assessments 3.) Failure
to abide by rules, regulations, or Bylaws. B. Membership may be restored
at the discretion of the Board of Directors.
Article IV
Officers, Directors and Statutory Agent
Section 1. The officers of DSPS shall be Past President, President,
Vice President, Secretary, and Treasurer. Section 2. In addition to
the officers, there shall be six (6) Directors: Directors of Exhibits,
Membership, Newsletter, Property Management, Programs, and Publicity
(includes Public Relations). Section 3. The term of office for officers
and other Directors shall be for one year, and it shall commence June
1 and shall terminate May 31. Section 4. The Vice President shall
act as President in the absence or incapacity of the President and
shall fill a vacancy in the office of President. The Vice President
shall be responsible for future planning, promoting special educational
opportunities, and the Gallery calendar. Section 5. In the event a
position other than President becomes vacant, the President shall
appoint a person to fill the vacancy subject to ratification by the
Board of Directors. Section 6. There shall be a Statutory Agent, the
legal representative of the Secretary of State of Ohio to DSPS, and
he/she shall be selected by the Board of Directors.
Article V
Board of Directors
Section 1. The Board of Directors shall manage, control, and record
the business and affairs of DSPS subject to the provision of the Ohio
Non-Profit Corporation Act and these Bylaws. A. The Board of Directors
shall consist of the eleven (11) members of DSPS listed in Article
IV, Sections 1 and 2. B. On the Board of Directors, a quorum shall
consist of seven (7); a majority vote shall prevail, an exception
is Article VII, Section 2. C Each Board member present shall have
one vote; no Board member may cast a vote other than his/ her own.
D. The Board of Directors shall meet on dates mutually agreed on by
the Board members. The Secretary shall notify the Board members of
any changes in plans. E. Special meetings of the Board of Directors
may be called at the discretion of the President.
ArticleVI
Nominations and Elections
Section 1. At the January Board Meeting, a Nominating Committee
of at least three members shall be appointed by the President and
approved by the Board of Directors. The Committee''s charge shall
be to present at the March General meeting a slate of Board Directors
for the coming year.
Section 2. Prior to the March General Meeting , where nominations
will be presented, the Nominating Committee shall notify the membership
of its right to submit nominations from the floor in addition to the
Committee''s slate. These nominations shall be subject to the consent
of said nominees to accept office if elected. Section 3. At the March
General Meeting the Nominating Committee shall present to the members
a slate of candidates for Board Directors (Past President not being
included). In addition, nominations will be accepted from the floor.
Section 4. All DSPS members shall be notified of the final slate prior
to the April Annual Meeting. Section 5: Elections shall take place
at the April Annual Member Meeting. Section 6: Voting for an uncontested
position may occur by a show of hands. A majority of members present,
voting in the affirmative, shall constitute an election to the Board.
Section 7: If there is more than one nominee for a position, the Nominating
Committee shall have appointed two Tellers. A. The Tellers shall distribute
ballots for the contested position(s), voting shall occur, and completed
ballots shall be collected. No member may cast a ballot other than
his/her own. B. The Tellers shall immediately tabulate any ballots,
and the elected slate shall be reported back to the President to be
announced to the membership. A majority of members present, voting
in the affirmative, shall constitute an election to the Board. C.
In case of a tie, the outcome shall be decided by a flip of a coin.
D. All ballots shall be available for auditing by any member through
the close of the April Annual Member Meeting, after which they may
be destroyed. Section 8. The outgoing Board of Directors shall conduct
the May meetings.
Article VII
Removal of Officers and Directors
Section 1. In the event the President shall perform his/her duties
in a manner which the membership at large deems inappropriate or to
the detriment of the purposes of DSPS, a recall of that officer may
be initiated by a DSPS member(s). A. That member(s) shall circulate
a petition stating the reasons to recall the President. B. When at
least 15% of the DSPS membership signs the petition, the petition
shall be presented to each member of the Board of Directors. C. Within
seven (7) days of receipt of the petition, the President shall call
a special meeting of the Board to formally accept the petition. The
Vice President shall call this special meeting if the President does
not act to do so. D. At that time the Statutory Agent, who is the
State''s legal representative to DSPS, shall be notified. E. Within
one week of the special Board meeting, arrangements shall be made
by the Board to notify every DSPS member of a special recall meeting.
F. Within thirty (30) days from this notification a special recall
meeting shall be scheduled for the entire membership. G. The Statutory
Agent shall preside at the special recall meeting. H. The President
must have a reasonable opportunity at that meeting to protest his/her
removal prior to the vote. I. At the special recall meeting, paper
ballots shall be provided. Votes shall be counted and results announced.
To remove the President a two-thirds affirmative vote of members present
shall be required. Section 2 In the event a member of the Board other
than the President is deemed by the Board of Directors to have not
properly performed the duties of his/her position, that officer or
director may be removed by a two-thirds affirmative vote of all members
of the Board of Directors. The person in question shall have proper
notice of said meeting to protest his/her removal. The President shall
set the time and location for this Special Meeting.
Article VIII
Committees
Section 1. The President shall have the power to appoint and oversee
committees. Section 2. Any Board member may appoint a committee to
assist in the performance of that member''s specific function. Such
appointments are subject to the approval of the President. Section
3. All committees appointed by the President must have a properly
executed charter signed by the President and at least one other Board
member. The following elements must be included in each charter: A.
Date of charter B. Name of committee C. Purpose D. The committee chairperson
or co-chairpersons, member names, and secretary, treasurer, if applicable
E. Budget, if applicable Section 4. Committees appointed by the President
shall report monthly to the Board via the President.
Article IX
Annual and General Meetings
Section 1. There shall be one Annual Meeting of the membership
each calendar year for the purpose of electing Board members and conducting
other official business. Section 2. All other meetings which may be
organized shall be structured within the purposes of DSPS. Section
3. At membership meetings, a quorum shall consist of all members present,
a majority vote prevailing, an exception being Article XVI, Amendments.
Section 4. Each member present shall have one vote; no member shall
cast a vote other than his/her own. Section 5. Minutes shall be taken
at all meetings when business is conducted and shall become part of
the permanent DSPS record.
Article X
Finance , Dues and Fees
Section 1. Any funds generated by DSPS shall be the responsibility
of the Treasurer of DSPS and all funds shall be deposited in the DSPS
account(s). Section 2. All funds generated by DSPS shall be available
for future disbursements in the interest of the DSPS as deemed necessary
by the Board of Directors. Section 3. The Treasurer shall be responsible
for the oversight of any fund, including the Endowment Fund. Section
4. The DSPS Fiscal Year shall be June 1 through May 31. Section 5.
The final date for collection of dues shall be June 30. The Board
of Directors shall have the authority to determine dues and fees for
membership. Section 6. The books shall be audited after the end of
the fiscal year. Section 7. Each outgoing Board of Directors must
leave in the treasury a sum at least equal to the unpaid bills for
which they have obligated DSPS.
Article XI
Personnel
The DSPS Board of Directors is responsible for determining the
necessity for professional staff. If the Board should so decide in
the positive, the Board of Directors has full responsibility for determining
who, how many, terms of employment and compensation.
Article XII
Conflict of Interest
Section 1. No Board member may vote on a matter coming before
this body in which he or she has a direct financial interest. Immediately
upon becoming aware that such a conflict may exist, a Board member
must disclose the existence of the potential conflict to the remaining
Board members, withdraw from further deliberation on the issue, and
refrain from voting on the matter. Any such disclosure and withdrawal
shall be fully documented in the organization minutes. Section 2.
No Board member or his/her immediate family may profit or gain any
material consideration in exchange for any acts or omissions performed
by said member in the course of his/her duties. Section 3. No more
than one member of a family shall serve on the Board at any one time.
Article XIII
Dissolution
Should it be deemed necessary, DSPS shall be dissolved in accordance
with the "Articles of Incorporation of the Dayton Society of Painters
and Sculptors".
Article XIV
Parliamentary Authority
The DSPS Board of Directors shall conduct its meetings and as
to any matter not herein specified according to Robert''s Rules of
Order.
Article XV
Final Authority
Nothing contained in these Bylaws is intended to conflict with
the "Articles of Incorporation". In the event of any conflict, the
"Articles" will take precedence.
Article XVI
Amendments
Changes to these Bylaws shall be adopted by a two-thirds (2/3)
affirmative vote of the entire Board of Directors at a scheduled Board
meeting followed by a two-thirds affirmative vote of members present
at a general membership meeting. The membership shall be notified
of the proposed amendment(s) or revision at least one week in advance
of the voting date. All members'' votes shall be recorded and counted
by the Board of Directors.
