ARTICLE I – NAME

A.    The name of this organization is, ARIZONA PASTEL ARTISTS ASSOCIATION

ARTICLE II – OBJECTIVE

A.    To encourage the appreciation of pastel art by offering exhibits by members to the public.
B.    To promote ethical principles and practices of original pastel art.
C.    To promote educational programs in the medium of pastel.
D.    To promote camaraderie, cooperation and encouragement among pastel artists.

ARTICLE III – MEMBERSHIP

A.    General Membership

1.     Charter Membership.  Those artists who joined APAA prior to June 1, 1994.
2.     Associate, Signature and Distinguished Membership Status.  (See specific page on this Article)

B.   Dues

1..     Annual membership dues and payment schedule policy shall be determined by the Board of Directors and approved by a 2/3 majority of the membership quorum at a general meeting.

ARTICLE IV – Nominations and Officers

1.     Nominating committee: The President and Board of Directors shall appoint a nominating committee of 3 members in November for purposes of establishing a candidate list for all board positions.
a.      The nominating committee shall be announced at the November general meeting and the November newsletter.
b.     The nominating Committee shall develop a slate of candidates, and propose a slate of officers at the January general meeting and in the January newsletter.

2.  Elections shall be held at the February general meeting.  Alternate nominations in writing will be accepted from the floor at the February meeting, and will be included in the voting process.

3.  Installation of new officers will take place at the March general meeting.  Elected officers will assume their duties following the installation.

4. Elected officers and Committee Chairs shall hold office for one year.  Upon the recommendation of the nominating committee, officers may serve consecutive year(s) in that office, following the normal nominating and election process as described in these By-Laws.

5. Vacancies during the year shall be filled through appointment by the Board of Directors unless otherwise specified.

ARTICLE VII – Board of Directors and Standing Committees

1.     The Board of Directors at a minimum shall be comprised of the President, Vice President, Programs Director, Show Director, Recording Secretary, Treasurer, Membership Chair,Standing Committee Chairpersons, and all active past presidents.

a.     Standing Committees can be formed, modified or dissolved at the discretion of the Board of Directors and shall exist for a Board-defined purpose.

2.     The BOD Shall have the general authority for the management of APAA.

3.     The BOD shall ensure all funds obtained by APAA (i.e., From Workshops, Membership, Shows, Operating Revenues or Donations) shall only be expended on APAA projects, expenses or activities.

4. The BOD shall approve all expenses and disbursement of funds for APAA.

a. Operating budgets shall be established annually for specific tasks (i.e., shows, workshops, library, programs, etc.). The respective board members and standing committee members will operate using those budgets as guidelines. Any planned expenditures that exceed the budget shall be discuss with the BOD prior to committing funds.

b. Any contracts committing APAA funds for planned services shall be reviewed and signed by a minimum of the Treasurer and either the Vice President or President prior to committing funds.

5.  Shall transact all APAA business at the Board of Directors meeting prior to the general membership meeting and any policy changes made shall in turn be reported to the general membership. Bylaw changes require both a BOD and general membership majority approval.

6. At all Board meetings, all elected officers and standing committee chairs will present to the President a report on their relevant APAA activities for the preceding period.

7. At the March meeting each out-going officer and standing committee chair shall present his/her successor a job description and manual with pertinent instructions and materials relative to the job.

ARTICLE VIII – Meetings

1.  General membership meetings may be held monthly on the dates authorized by the Board of Directors.

2.  Board of Directors meetings shall be held as called by the President.

3.  Members present at a Board of Directors meeting and at a meeting of the membership shall constitute a quorum to transact business of the Association.

4.  Meetings shall be conducted according to Roberts Rules of Order when procedures are not specifically covered by the APAA By-Laws.

Article IX- Bylaw Amendments

1.     Amendments to these By-Laws may be made by any member’s proposal in writing. It should be submitted to the membership in writing 10 days prior to the announced general membership meeting when the proposal will be voted upon.  Passage of the amendment shall be at least two-thirds of the members in attendance and voting.

 2.  Revision of the By-Laws may be necessary as the Association grows in size and complexity. The President shall conduct or convene a committee to perform an annual review of bylaws and policies to identify any areas for improvement.

3. Proposed By-Law changes shall be provided to the Board for review and approval.  The Board, in turn, will submit in writing (or via the Newsletter) the By-Law changes to the general membership.  This notification must be presented at least 10 days prior to the meeting when voting will take place.  A two-thirds approval of the meeting quorum is necessary to approve the amendment(s).

4. A record of bylaw changes shall be included in the member book noted by month and year approved.

Article X- Policies and Procedures

1.     Policies and procedures consistent with these By-Laws and with the objectives of the Association shall be adopted and amended by the Board and considered as long as they do not violate any Federal, State or Municipal laws and ordinances.  Such policies and procedures and any changes made thereto shall be distributed to the members of the Association with an official copy maintained electronically.

Article XI – Dissolution

1.  In the event it becomes necessary for the Association to dissolve, the Board shall adopt a resolution recommending dissolution and send official notice to all members that such action will be discussed at a meeting of the membership, giving the time, place and date of the meeting.

2.  The Board shall oversee the distribution of the Association’s property and assets as follows:

a. All liabilities and obligations of the Association shall be paid.

b. Tangible assets may be sold to satisfy obligations.

c. Any and all remaining tangible assets shall be distributed to other associations having similar objectives.  No tangible assets shall be distributed to any member of the Association.

Article XII – Political Activities

1.     The Association shall not participate in any political activities, including written or verbal endorsements for any candidate for public office.  Nor will the Association attempt in any way to influence local, state or federal legislation.

Article XIII Conflict of Interest

1.     All Board Members shall sign the APAA Conflict of Interest Policy as acknowledgement of their responsibility to protect the tax status of APAA and to operate in a manner that precludes personal financial gain resulting from use of APAA funds.

a.       Once signed, the recorded signed copy will remain in effect as long as the member holds a Board position.

b.       Signature is required within 3 months of the board member being inducted.

c.        The signed policy forms will be kept as part of APAA records for 3 years after the board member vacates any board position.

Bylaw amendment record:

Original By-Laws Adopted May 2, 1994

Amended April 1995           

Amended September 1995

Amended May 1996            

Amended May 1997

Amended May 1999             

Amended May 2002

Amended August 2004        

Amended May 2006

Amended November 2007   

Amended February 2008

Amended March 2009        

Amended June, 2010

Amended May 2014

Amended May 2018