Professional Association of Visual Artists Bylaws
Update change voted on by the Board of Trustees January 6, 2016
ARTICLE I General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III Board of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE IV Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE VI Finances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VIII Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IX Parliamentary Authority . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE X Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CERTIFICATION UPDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE I GENERAL
Section 1 Name
This organization, a non-profit corporation, is incorporated under the laws of the State of Florida and shall be known as Professional Association of Visual Artists Inc. or PAVA.
Section 2 Purpose
The Professional Association of Visual Artists has as its purpose the advancement of education for the establishment of the highest professional standards in the visual arts. In its efforts to realize this objective, PAVA strives to: create opportunities for the professional and emerging artist, develop and encourage professional standards in the visual arts, provide its membership an avenue for interaction with colleagues, serve as a collective voice for its members and broaden the public understanding of fine contemporary art, while encouraging recognition of and support for the arts in the community. PAVA is the face and voice of local visual artists.
Section 3 Limitations of Methods
The Professional Association of Visual Artists, Inc. shall observe all local, state and federal laws that apply to a non-profit organization as defined in Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE II MEMBERSHIP
Section 1 Artist Membership Application
a. Membership shall be open to all persons interested in the arts and in promoting the arts and art education.
b. No person shall be denied membership because of race, color, creed, age, marital status or sexual orientation and gender identity.
c. Application for membership shall be in writing on forms provided for that purpose and signed by the applicant. An applicant becomes a member upon receipt by PAVA of formal application and payment of yearly dues.
Section 2 Artist Membership Dues
Membership dues shall be for one (1) year and are due February 1. Members shall be dropped from roll after sixty (60) days for non-payment of dues. New members joining in the last three (3) months of the membership year (November, December and January) shall receive full membership for the following year. Dues shall not be pro-rated. The Board of Trustees shall determine the cost of the annual membership dues.
Section 3 Artist Membership Privileges
Each member shall have one vote. Members shall be entitled to hold office following one year of membership. All members shall be eligible for a free contact listing on the membership page of the web site. Members shall be eligible to participate in all activities of the association. Members shall be eligible to participate in the annual members’ show and all non juried shows. All members are also eligible to make application to all juried shows.
Section 4 Associate MembershipPrivileges
Members who join through the credit union will be Associate Members. Associate Members will have one vote. Associate Members may attend business meetings. Associate Membership renews annually in February. Associate Membership may be renewed by contacting PAVA, or application may be made at the standard Artist Membership rate.
ARTICLE III BOARD OF TRUSTEES
Section 1 Composition of the Board
The Board of Trustees consists of up to 11 and not less than 9 members as follows: up to five (5) officers, (President or co-Presidents, Vice President, Recording Secretary and Treasurer) and up to seven members at large.
Section 2 Officers
The officers shall be voted on from the members of the Board of Trustees at the May meeting of the Board of Trustees.
The term of office shall be for two (2) years. An officer may be re-elected for one succeeding term.
The terms of office shall begin immediately after the May meeting.
The immediate past president shall serve for two years as past president on the Board of Trustees.
Section 3 Selection and Election of Trustees
a. Term of office for a Trustee shall be three (3) years.
b. The Nominating Committee shall submit nominations for trustees to the voting membership.
c. Nomination of candidates for Trustee elections shall be completed in April and voted on in early May with results presented at the May meeting.
d. No Board member who has served two consecutive three year terms shall be eligible for election for a subsequent term until one year has elapsed from the end of the last term served.
e. At least three Board members should remain in positions on the Board during the following term.
Section 4 Vacancies
A Trustee who shall be absent from three consecutive regular meetings of the Board shall first be notified by mail and then removed as a Trustee, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Trustees or among the Officers shall be filled by a majority vote of the Board of Trustees present at the meeting and constituting a quorum.
Section 5 Duties of Officers
1. Presides at all meetings of the Board of Trustees and general meetings.
2. Appoints all Committee Chairs.
3. Is an ex-officio member of all committees except Nominating Committee.
4. Executes any and all documents requiring approval of the Board of Trustees.
1. In the absence of the President shall preside and perform all of his/her duties.
2. Shall assist the President in the performance of his/her duties.
1. Shall be responsible for transcribing and keeping the minutes of the Board of Trustees and general meetings.
2. Shall make a summary of the minutes of each meeting available to the membership of PAVA by written request.
3. Shall have custody of the records of the Board of Trustees.
4. Shall serve as Parliamentarian.
1. Shall serve as chair of the Budget Committee
2. Shall be oversee the financial books and records of the corporation.
3. Shall prepare an annual budget with the Administrator to be presented to the Board of Trustees for approval.
Section 6 Policy
The governing and policy-making responsibilities of PAVA shall be vested in the Board of Trustees, which shall be responsible for its finances and shall direct its affairs. The Board of Trustees shall be responsible for establishing procedure and formulating policy of the organization.
Section 7 Management
The Board of Trustees shall employ such staff as it deems appropriate and shall approve compensation and other issues pertaining to his/her employment.
ARTICLE IV COMMITTEES
Section 1 Nominating Committee
a. The Board of Trustees shall appoint a Nominating Committee Chair.
b. The committee shall consist of four additional members from the general membership.
c. Within sixty days of the appointment of the Nominating Committee Chair, the Nominating Committee shall present to the Board of Trustees a slate of candidates to replace those whose terms are expiring. Each candidate must be an active general member in good standing and must have agreed to serve if elected.
Section 2 Cool Art/ 2 Cool Art Committee
The President of the Board of Trustees shall appoint the Chairman of the Committee.
The Committee shall consist of volunteers who will be responsible for organizing and producing the Cool Art Show in July and the 2 Cool Art Show in February each year.
Section 3 Special Committees
The Board of Trustees may establish special committees as needed.
ARTICLE V MEETINGS
Section 1 Board of Trustees Meetings
The Board of Trustees shall determine a regular meeting time and place for its meetings to be held at least four (4) times a year.
Section 2 General Membership Meetings
General Membership meetings shall be held no less than two (2) times per year. The agenda of the May general membership meeting shall include as part of the program, a summation of the previous year’s accomplishments, committee reports and the results of the election of officers and Trustees.
Notice of the date and time of the meetings shall be made available to the membership no less than three (3) days prior to such meeting. The PAVA web site and/or email may serve as acceptable communication of the meeting notices.
Section 3 Additional Meetings
The President may call additional meetings of PAVA at any time, or upon petition in writing of at least 20% of the members in good standing. Notice of special meetings shall be sent to each member at least three days (3) prior to such meetings. Board meetings may be called by the President or by written petition of three or more members of the Board of Trustees. Notice, (including the purpose of the meeting), shall be given to each Trustee at least three (3) days prior to said meeting. Committee meetings may be called at any time by the President or by the Committee’s Chairperson.
Section 4 Quorums
At any duly called general meeting of PAVA, 25% of members shall constitute a quorum.
At a Board of Trustees meeting five (5) trustees shall constitute a quorum.
Email votes will be counted as valid by a simple majority of no less than 25% of the Artist Membership.
For email votes by the Board of Trustees, five (5) trustees shall constitute a quorum.
ARTICLE VI FINANCES
Section 1 Funds
All funds paid to PAVA shall be placed in Board of Trustees approved operating fund accounts.
Section 2 Disbursements
Upon the approval of the Budget, the President and Vice President are authorized to make disbursements on accounts and expenses provided in the Budget without additional approval of the Board of Trustees. All disbursements shall be made by check only. At no time may any individual expend unbudgeted PAVA funds without the approval of the Board of Trustees.
Section 3 Fiscal Year
The fiscal year of PAVA begins on January 1 and ends on December 31.
Section 4 Budget
The President shall appoint a Budget Committee with the Treasurer as its Chairman. The Chairman shall present the budget for the coming year to the Board of Trustees.
Section 5 Indemnification
Professional Association of Visual Artists Inc. shall indemnify all current or former members of the Board of Trustees and all current and former officers of the Corporation, to the full extent permitted by law, for any acts committed by them while engaging in the lawful performance of their duties as officers or trustees.
ARTICLE VIII DISSOLUTION
PAVA shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of PAVA. On dissolution of PAVA, any funds remaining shall be distributed to one or more Organizations regularly organized and qualified for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code, or corresponding section of any future federal tax code, as may be selected by the Board of Trustees.
ARTICLE IX PARLIAMENTARY AUTHORITY
The latest edition of Roberts Rules of Order shall be the parliamentary authority when not otherwise specified in these By-Laws.
ARTICLE X AMENDMENTS
The bylaws may be amended or altered by seven (7) members of the Board of Trustees, or by a 60% majority of the membership.
Written notice setting forth the purpose of the meeting and containing the proposed amendments, alterations or changes must be transmitted to each member of the Board of Trustees at least ten (10) days prior to the meeting.
The undersigned do hereby certify that the foregoing revised bylaws were adopted on the