1 April 17, 2020 


ARTICLE I – Organization Name 

The name of the organization is the Vienna Arts Society, Inc., hereinafter referred to as “VAS”. 

ARTICLE II – Purpose 

Section 1. 

The purpose of VAS 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 by: 

  1. a. Encouraging groups interested in painting, pottery, sculpture, photography, printmaking, jewelry, weaving, sketching, and related creative expression to become active members of VAS; 
  2. b. Inviting guest artists and others as speakers and exhibitors; 
  3. c. Demonstrating various media and encouraging audience participation; 
  4. d. Exhibiting articles of good design; 
  5. e. Sharing art publications and exchanging information concerning local exhibitions and permanent collections in the area; 
  6. f. 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 for such support. 

Section 2. 

The Vienna Arts Society, Inc. shall operate as an independent, nonprofit 501(c)(3) organization exclusively for charitable and educational purposes. No part of the net earnings of VAS shall inure 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. A member must fulfill membership requirements of VAS, including volunteer service hours for exhibiting artists, as established by the Executive Board. Applications should be directed to the Membership Chair. New applicants will be accepted into membership of VAS upon receipt of payment of membership dues. 2 April 17, 2020 

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, of the preceding fiscal year. Only members in good standing shall be included in the Membership Directory. There shall be no prorating of dues. 

Section 3. 

Members in good standing enjoy the following privileges: 

a. Right to vote in the annual election for officers and directors of VAS, as well as in other matters placed before membership for a vote; 

b. Access to a directory of members of VAS; 

c. Free participation in the VAS Gallery, VAS Art Center, and Continuing Shows displays; 

d. Reduced entry fees for exhibitions open to the public. 

e. Reduced member-only fees for workshops and classes sponsored by VAS at the Art Center. 

f. Access to member-only exhibitions at other select venues; 

g. Free demonstrations by area artists at monthly membership meetings; 

h. Periodic online newsletters (“eBlasts”). 

Section 4. 

Certain non-members with an interest in art may also participate in some VAS activities. They include: 

a. Student Ambassadors: Consistent with its desire to encourage participation of the community in the arts, VAS permits full-time students under the age of 22 to participate in VAS activities at a reduced fee, as established by the Executive Board. They may exhibit artwork at VAS venues and participate in workshops at member prices, but as non-members, may not vote. They are exempt from the sitting requirement applicable to members. 

b. Patrons: The VAS also welcomes as patrons those individuals, organizations, or businesses that would like to support the visual arts with charitable contributions. 

ARTICLE IV – Executive Board of Directors 

Section 1. 

The Executive Board of Directors (“the Executive Board”) is chaired by the President of VAS, and comprised of the following officers and committee chairs elected by the membership annually: 3 April 17, 2020 

Officers and Duties 

President Chairs the Executive Board, sits on the Advisory Board 

Vice President Assists the President and writes correspondence 

Secretary Records minutes of the Executive Board meetings and general membership meetings; serves as agent for the State Corporation Commission 

Treasurer Oversees bookkeeping and preparation of VAS budget 

Committee Chairs 

Community Liaison 

Continuing Shows Chair 

Grants Chair 

Fundraising Chair 

Hospitality Chair 

Membership Chair 

Program Chair 

VAS Gallery Chair 

Workshop/Class Chair 

Communications Chair 

Outreach Chair 

Section 2. 

Additional ad hoc committees may be added and deleted at the discretion of the Executive Board, and appointments to committees may be made by the President as required to further the business of VAS. However, changes to positions constituting the Executive Board must be reflected with a change in the Bylaws, and selection of Committee Chairs sitting on the Executive Board is through voting of the membership in the annual election, except when interim vacancies occur. 

Section 3. 

The Executive Board has all powers of VAS in the intervals between membership meetings. Scheduled meetings of the Executive Board will usually occur at monthly intervals, although the Board may meet on call of the VAS President, or on the request of any three members of the Executive Board. 

Section 4. 

Successful candidates for positions on the Executive Board, including officers and committee chairs, assume full duties of their positions in July, and serve through the following June. At that time, they shall have their records in good order and shall relinquish them to the successor to facilitate a smooth transition. Outgoing officers and 4 April 17, 2020 

committee chairs shall remain in an advisory capacity to their successors, if needed, until full duties are assumed by the incoming officers and committee chairs at the next regular Executive Board meeting on or after July 1. 

Section 5. 

In case of vacancy in the Office of the President, the Vice President shall become President. Vacancies in other elected positions may be filled by a vote of the Executive Board on an interim basis until the next annual election. 

Section 6. 

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

ARTICLE V – VAS Art Center Director 

The Art Center Director shall be selected by and report to the Executive Board, and shall be responsible for the day to day operations of VAS as determined by contract. The Art Center Director is not required to be a VAS member, and does not sit on the Executive Board, but supports the Executive Board by attendance at VAS meetings and events, as needed. 

ARTICLE VI – Advisory Board 

Section 1. 

The duties of the Advisory Board shall be to serve in an advisory capacity to VAS in its pursuit of its charitable and educational purposes consistent with the Articles of Incorporation. In support of this role, the Advisory Board will receive periodic financial reports from the Executive Board as specified in Article XI. 

Section 2. 

The membership of the Advisory Board shall be determined annually by the incoming Executive Board following the annual election in June. The Advisory Board shall consist of four VAS members appointed by the Executive Board, plus the incoming President of VAS. In addition, the Executive Board may invite up to five representatives from the community at large to participate on the Advisory Board. All appointments to the Advisory Board shall be for a one-year term, but may be extended at the discretion of the Executive Board for additional terms, and all are subject to the member accepting such appointment or re-appointment. 

Section 3 

No elected officer of VAS shall be a member of the Advisory Board concurrently, with the exception of the VAS President. However, newly elected committee chairs and outgoing officers may be appointed to the Advisory Board. 5 April 17, 2020 

Section 4. 

The Chair of the Advisory Board shall be selected by the Executive Board from the VAS members on the Advisory Board, exclusive of the current VAS President. The Secretary of the Advisory Board shall be appointed by the Chair from among the other VAS members sitting on the Advisory Board, and shall document, on behalf of the Chair, important recommendations by the Advisory Board to the Executive Board, with the VAS President acting as the conduit. 

Section 5. 

Any interim vacancy in the Advisory Board may be filled by a vote of the Executive Board for a limited term until after the next regularly scheduled election of officers and directors by the general membership. 

Section 6. 

The Advisory Board shall have no less than two meetings per fiscal year (July 1 – June 30). Time and place is to be determined by the Chair of the Advisory Board, who shall be responsible for calling the two required meetings. The first meeting is to be held before December 30. 

ARTICLE VII – Nominations 

Section 1. 

In March of each year, 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 up to four additional Nominating Committee members will take place. The Nominating Committee shall be responsible for preparing a prospective slate for members of the Executive Board (including officers and committee chairs). No VAS 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 prospective officers and committee chairs to determine willingness to serve, and to furnish them with a written description of duties, if so desired. 

Section 3. 

At the May membership meeting, a proposed slate of officers and committee chairs, with their qualifications, shall be submitted to VAS membership by the Nominating Committee. In addition to those proposed by the Nominating Committee, nominations may be made from the floor provided that prior consent of the nominee has been obtained by the person making the nomination. 6 April 17, 2020 

ARTICLE VIII – Elections 

The election of officers and committee chairs of VAS shall be held at the June meeting immediately following the acceptance of the proposed nominees. If two candidates are nominated for the same position, 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 and committee chairs shall assume their duties on July 1. 

ARTICLE IX – Meetings 

Section 1. 

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

Section 2. 

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


Membership dues are determined by the Executive Board, subject to the requirements of Article XVII, and are payable at the time of application for membership, and every June thereafter. There shall be no prorating of dues. 

ARTICLE XI – Finances 

Section 1. 

During April of each year, the Executive Board shall draft a budget for the next fiscal year. The Treasurer shall present the budget for review and approval at the May meeting of the general membership. 

Section 2. 

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. However, no individual loans or commitments in excess of 25% of VAS available assets, as of the last day of the preceding month, shall be contracted for on behalf of VAS unless authorized by a resolution of the Executive Board, and approved by the membership. 

Section 3. 

At no time are total financial obligations to exceed funds then available. 7 April 17, 2020 

Section 4. 

At each regular meeting the Treasurer presents a financial report, with copies for the VAS President and 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 the following year. 

Section 7. 

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

ARTICLE XII – Meeting Rules and Procedures 

The rules contained in the Robert’s Rules of Order shall govern VAS in all cases to which they are applicable and are not inconsistent with the Bylaws. 

ARTICLE XIII – Amendments to Bylaws 

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

ARTICLE XIV – Incorporation 

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

ARTICLE XV – General 

Section 1. 

A quorum for the conduct of business at general membership meetings is twenty members. A quorum for the Executive Board meeting is six members. A quorum for the Advisory Board is three VAS members. 

Section 2. 

A “majority” refers to more than half of those participating or voting, either in a general membership, Executive Board, or Advisory Board meeting, or replying to a mailed or emailed proposal. 8 April 17, 2020 

ARTICLE XVI – 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 provided at the venues. In all VAS-sponsored exhibitions, the hanging committee for that show decides the arrangement and suitability of all entries. 

Section 2. 

The type of media accepted for VAS-sponsored exhibitions is decided by the Executive Board. The VAS shall deal solely in originally executed artwork. No reproductions of original works shall be accepted in any show unless approved by the Executive Board. 

Section 3. 

Commissions on all exhibition sales shall be determined by the Executive Board, and 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 VAS is handling the sale of art works, VAS 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. 

ARTICLE XVII – 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.