BYLAWS

THE DAYTON SOCIETY OF PAINTERS AND SCULPTORS

(Revised April, 2007)

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.

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, workshops, meetings, and social activities to promote, discuss, and critique art.

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.

 

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.

 

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.

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.

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.

 

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.

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.

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.

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".

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.

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.

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.