Vienna Arts Society, Inc. Bylaws

ARTICLE I–Organization Name

Section 1.

The name of the organization is the Vienna Arts Society, Inc., hereafter referred to as the Society.

ARTICLE II—Purpose

Section 1.

The purpose of the Vienna Arts Society, Inc. is to bring together area artists, (and persons interested in the arts) for their education and the education of the community. It is intended that by so doing they may enrich their own experiences and make creative contributions to the community.

This purpose can be served:

  1. By encouraging groups interested in painting, pottery, sculpture, photography, printmaking, jewelry, weaving, sketching, and related creative expression to become active members of the Vienna Arts Society, Inc.
  2. By inviting guest artists and others as speakers and exhibitors; by demonstrating various media and encouraging audience participation; by exhibiting articles of good design.
  3. By sharing art publications and exchanging information concerning local exhibitions and permanent collections in the area.

By creating a demand at the local public library for art books of the highest quality.

  1. By encouraging club and business organizations or other interested persons to purchase art work, to establish permanent collections in the local library, hospital or other similar public buildings; to contribute to the collection of art books in the local library; and to assist in providing an art scholarship fund or grant whenever interest indicates the need of such support.

Section 2.

The Vienna Arts Society, Inc. shall operate as an independent nonprofit 501c(3) organization. No part of the net earnings of the Society shall incur to the benefit of any individual member.

Article III—Membership Eligibility

Section 1.

Adult artists actively working in any art media and/or adult persons interested in art activities and the development of the cultural interest of the community shall be eligible for membership.

In addition, full-time students under 22 shall be eligible for membership in the Vienna Arts Society for one-half the rate of regular membership.

New applicants will be accepted into membership of the Society upon receipt of payment of membership dues. Applications should be directed to the Membership Chair.

Section 2.

The membership year will coincide with the fiscal year and run from July 1 to June 30, dues being payable by June 30. Only members in good standing shall be included in the annual Membership Directory.  There shall be no pro-rating of dues.

Section 3.

A member is an individual who shares interest in the execution and promotion of the arts and who fulfills membership requirements of the Vienna Arts Society, Inc., including volunteer service hours as established by the Executive Board.

A patron is an individual, organization, or supplier who supports the visual arts and makes appropriate contributions as established by the Executive Board of the Vienna Arts Society, Inc.

Article IV—Advisory Board of Directors

Section 1.

The membership of the Advisory Board shall consist of six (6) persons, plus the President of the Society, for a total of seven (7) members. Members shall serve three-year terms. The two (2) senior members (exclusive of the President) shall retire each year and two (2) replacements shall be elected by the membership of the Society during the June meeting.

Section 2.

No elected officer of the Executive Board shall be a member of the Advisory Board at the same time, with the exception of the President of the Society. Honorary members may be appointed by the Advisory Board for a three-year term from time to time as they see fit. The VAS Corporation’s Registered Agent may also be an honorary member of the Advisory Board. Such honorary members will not be counted among the seven (7); and are eligible to vote.

Section 3.

The duties of the Advisory Board shall be to serve in an advisory capacity to the Executive Board and to fulfill the legal responsibilities as stated in the Articles of Incorporation included in the records of the Society’s treasurer.

Section 4.

If the previous President of the Society wishes to be on the Advisory Board, only one (1) person shall be elected to the Board. If he or she chooses not to serve, two (2) members should be nominated and elected at the time of the annual elections.

Section 5.

Any vacancy in the Advisory Board shall be filled by a vote of remaining Directors until the next regularly scheduled election of officers by the membership.

Section 6.

The Advisory Board shall have no less than two meetings a year. Time and place is to be determined by the members of the Advisory Board. The first meeting is to be held before December 30. The Chair of the Advisory Board shall be responsible for calling the two (2) required meetings.

Section 7.

The Chair of the Advisory Board shall be elected from the two senior members of the Advisory Board each year, following the general election, to serve one year. A Secretary shall be appointed by the Chair to serve one year.

Article V—Executive Board of Directors

Section 1.

The Executive Board is comprised of the following elected and appointed officers:

Elected Officers and Duties

(Advisory Board – one or two members to serve on the Advisory Board of Directors)

President Chairs the Executive Board

Vice President Assists the President and correspondence

Secretary Records minutes of the Executive Board meetings and general meetings

Treasurer Acts as bookkeeper, pays bills

Appointed Officers

Art Center Director Public Relations Coordinator

Chamber of Commerce Liaison Spring Show Chairs

Continuing Shows Director State Agent for Corporation

Directory Editor Treasury of Arts Show Chairs

Fundraising Chair VAS Gallery Director

Historian Web Site Webmaster

Hospitality Chair Workshop Chairs

Mailing Coordinator

Membership Chair

New York Trip Coordinator

Newsletter Editor

Parliamentarian

Photographer

Program Chair

Committees may be added, deleted or revised at the discretion of the Executive Board.  Changes or additions may be made by the President as required to further the business of the society.

Section 2.

These officers and committee chairs shall constitute the Executive Board of the Society. The President is the Chair of the Executive Board.

Section 3.

The Executive Board has all powers of the Society in the intervals between membership meetings. This board may meet on call of its Chair, on the request of any three members of the Executive Board, or at the request of the Advisory Board of Directors.

Section 4.

Successful candidates assume full duties of their offices at the July meeting. They serve until the Executive Board meeting in June. At that time they shall have their records in good order and shall relinquish them to the successor who shall have the responsibility of the office from this date. Outgoing officers shall remain in an advisory capacity to their successors, if needed, until full duties of the offices are assumed by the incoming officers at the next regular meeting. The outgoing officer should submit to the incoming officer a job requirement report (written job description).

Section 5.

In case of vacancy in the Office of the President, the Vice President shall become President. Vacancies in other elected or appointed offices shall be filled by the Executive Board until the next annual election.

Section 6.

Should an elected or appointed officer, for reasons of incompetence or malfeasance, fail to fully discharge duties of the office, the Executive Board may vote to issue a request for resignation. Should the officer not comply with such a request in a reasonable period of time, the Executive Board may act to remove the officer by a majority vote of the Executive Board.

ARTICLE VI—Nominations

Section 1.

In March, the Executive Board shall select one of its members to be the Chair of the Nominating Committee. At the April membership meeting, nominations from the floor for four (4) additional nominating committee members will take place. The Nominating Committee shall be responsible for preparing a prospective slate of elected and appointed officers for the Executive Board and the Advisory Board of Directors for the following year. No members may be nominated to serve on the Nominating Committee without their prior consent. If more than four persons are nominated for the nominating committee, a vote shall be taken by ballot. A majority vote shall determine the composition of the committee.

Section 2.

It shall be the duty of the Nominating Committee to communicate with the prospective officer to determine willingness to serve, and to furnish with a written description of duties if so desired.

Section 3.

At the May membership meeting, a proposed slate of officers and their qualifications shall be submitted to the Society by the Nominating Committee. In addition to those proposed by the Nominating Committee, nominations may be made from the floor providing prior consent of the nominee has been obtained by the person making the nomination. No member’s name shall be proposed without the member’s consent.

Article VII—Elections

The election of officers of the Society shall be held at the June meeting immediately following the acceptance of the proposed nominees. If two candidates are nominated, the vote shall be by ballot and the candidate with a majority vote shall be elected. If no candidate receives a majority vote, a runoff election (by ballot) shall be held between the two leading candidates. These officers shall assume their duties on July 1.

Article VIII—Meetings

Section 1.

Regular meetings of the Society shall be held each month, except July, August and December. However, additional meetings may be held at the discretion of the Executive Board.

Section 2.

At the May meeting of the general membership, the treasurer shall present the budget for the forthcoming fiscal year for review and approval.

Section 3.

If the officers fail to call a meeting, a petition signed by 20 percent of the membership and submitted to the President of the Society binds the President to call the requested meeting.

Article IX—Dues

Section 1.

Membership dues, the amount to be determined by the Society in accordance with its needs, are payable at the time of application for membership and every June thereafter. There shall be no prorating of dues.

Article X—Finances

Section 1.

Funds obligations by Committee Chairs are authorized within their approved budget levels.  Obligations not provided for in the approved budget may be authorized by the Executive Board up to $500; if greater than $500, authorization by the membership is required.  Where experience dictates, authorization for amounts over $500 may be given by the Executive Board; however, the President shall so notify the membership at the next general meeting.

Section 2.

No loans or large commitments shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board, Advisory Board and membership.

Section 3.

At no time are financial obligations to exceed funds then available.

Section 4.

At each regular meeting the Treasurer presents a financial report, with copies for the President, Secretary, and Chair of the Advisory Board.

Section 5.

All checks shall be signed by the Treasurer. In the absence of the Treasurer, the President is authorized to sign checks.

Section 6.

The budget year and accounting year shall run from July 1 through June 30 of each year.

Section 7.

The Treasurer shall submit a full report to the Advisory Board twice a year, at Advisory Board meetings.

Article XI—Meeting Rules and Procedures

The rules contained in the Roberts Rules of Order shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the Bylaws or the special rules of order of this Society.

Article XII—Amendments to Bylaws

These Bylaws may be amended at any general meeting provided that the proposed amendments are presented to the membership in writing one month in advance. Provided the above condition is met, the Bylaws may be amended by a majority vote at the general meeting.

Article XIII—Incorporation

The Society will abide by the Articles of Incorporation as approved by the Virginia State Corporation Commission, October 16, 1975, and will comply with the State and Federal Laws governing such a corporation.

Article XIV—General

Section 1.

A quorum for the conduct of business at membership meetings is 25 members. A quorum for the Executive Board meeting is eight (8) members. A quorum for the Advisory Board is three (3) elected members.

Section 2.

A majority means a majority of those voting, either in a general, Executive Board, or Advisory Board meeting, or those members who reply to a mailed proposal.

Article XV—Exhibitions

Section 1.

The number and type of exhibitions to be held each year, including decisions regarding the venue, hanging fees, whether open or closed to participation by nonmembers, whether the exhibitions will be juried or judged, etc., shall be decided by the Executive Board. Members may submit original entries suitable to the exhibit within the limitations of the space facilities provided.  In all Society-sponsored exhibitions, the hanging committee for that show decides the arrangements and suitability of all entries.

Section 2.

The type of media accepted for Society sponsored exhibitions is decided by the membership of the Executive Board, and is determined by the suitability and limitations of the space provided at the exhibit facility. The Society shall deal solely in originally executed artwork. No reproductions of original works shall be accepted in any show unless approved by members.

Section 3.

Commissions on all exhibition sales are paid to the Vienna Arts Society, Inc., unless otherwise specified by the Executive Board at the time of exhibition. At those exhibitions where the Vienna Arts Society is handling the sale of art works, the Society is responsible for the collection of sales tax. This tax will be obtained from the purchaser at the time of the sale. At other exhibitions, such as sidewalk shows, where the exhibitor handles the sale of his own work, the matter of sales tax is the responsibility of the exhibitor.

Section 4.

Sales commissions for shows, exhibits, or events sponsored by the Society shall be determined by the Executive Board.

Article XVI—General Requirements

Major decisions/recommendations made by the Executive Board relating to changes in qualifications of membership, dues, donations, new funding or other fiscal matters shall be reported to the membership for approval by members.