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 and Past Presidents.
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.
2.  Membership dues are renewed at the end of the April financial year.
3.  Dues shall cover the fiscal year of May 1 through April 30.  New members joining after January 1, shall have their membership prorated for the year.
4.  Delinquent members lose privileges granted an active paid member.  Payment of dues with-in a two year period reinstates the member without losing Signature Points earned while an active member.  A former member who applies for reinstatement must apply as a new member and will be reinstated upon payment of current dues.

ARTICLE IV – Nominations and Elections

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 President or Board of Directors unless otherwise specified.

ARTICLE V - OFFICERS

PRESIDENT:
1.  Shall be the chief executive officer and official spokesperson of the Association and serve as the presiding officer over all meetings of the Board and General Membership.  In the event of a tie vote, the President shall cast the tie breaking vote.
2.  Shall appoint, subject to the approval by the Board, The Chairs of all Standing Committees.
3.  Shall be one of the signers of checks and contracts pertaining to the APAA financial obligations.
4.  Shall have the authority to call special meetings with the approval of the Board of Directors.

FIRST VICE PRESIDENT:
1.  Shall perform the duties of the President in the event of his/her absence and shall perform any assigned duties to aid the President.
2.  Shall serve as Program Chairperson for all monthly meetings that the Program Chair is absent.
3.  Shall assume the office of President when that position is vacated during the tenure of the President or the President is no longer able to serve.

SECOND VICE PRESIDENT:
1.  Shall be responsible for all show exhibit activities.  Shall assign responsibilities to sub-chairs as needed under the direction of the Board of Directors.
2.  Shall establish the Show Prospectus and Policies not delineated in these By-Laws with the approval of the Board of Directors.
3.  Shall be encouraged to host one membership and one open show per year at a minimum.
4.  Shall plan for advertising, brochures, and any other printed material necessary.
5.  Shall maintain a record of show participants and award winners for the Newsletter and Website Administrator for the collection of Points toward Signature Status.

TREASURER:
1.  Shall serve as custodian of all funds belonging to APAA and provide a financial report at all Board and Membership Meetings.
2.  Shall be responsible for receiving and disbursing funds with the approval of the Board of Directors.
3.  Shall arrange for an independent audit of the books of the preceding treasurer or every other year.
4.  Shall keep careful records of the monies and make annual reports to the IRS and the AZ Dept of Revenue as required by law.
5.  Shall be one of two designated signers of the APAA bank accounts and other documents as authorized by the Board of Directors.

RECORDING SECRETARY:
1.  Shall record minutes of all Board and General Meetings and report such minutes in the Newsletter for the Approval in the next meeting.

CORRESPONDING SECRETARY:
1.  Shall conduct all social or business correspondence for APAA and report such correspondence as required.

ARTICLE VI - STANDING COMMITTEES

MEMBERSHIP:
1.  Membership Chair shall keep a permanent and current record of the name, address, phone number, and email address of all members:  shall formally introduce and welcome new members at meetings, and issue membership cards.  All monies collected by the Membership Chairperson shall be turned over to the Treasurer at the earliest possible time after receipt.  Membership Chair shall prepare a membership roster.  Shall be in charge of making a yearly membership booklet which may be printed and/or posted on the APAA website for activ member usage. 

PUBLICITY CHAIR:
1.  Shall publicize events and activities of the Association with a key responsibility being the proactive and effective publicity surrounding the APAA Shows.

WORKSHOP CHAIR:
1.  Will plan and conduct APAA sponsored workshops and classes.  It is suggested that a minimum of one workshop and one class be provided to the membership each year.

PROMOTION CHAIR:
1.  Shall plan methods of making money for the Association so that a solvent Treasury can be maintained.  Methods shall include solicitation of advertising for newsletters and sponsors for shows (receptions, awards, purchase awards, etc).  Methods may also include meeting raffles.  All methods to be approved by the Board of Directors with final action by the membership.

LIBRARY CHAIR:
1.  Shall be responsible for the collection, cataloging, promoting, and rentals where applicable of APAA books, DVDs, CDs, etc.  Shall be responsible for collecting member biographies and creating a notebook of these bios that may be used during exhibits for promotions.

SOCIAL CHAIR:
1.  Shall provide refreshments for meetings.

E-BLAST CHAIR:
1.  Shall email all notices and materials to members as requested.  Shall maintain a current email directory of all members.

NEWSLETTER/HISTORIAN CHAIR:
1.  Shall publish a monthly Newsletter which shall include, but not be limited to, a President's letter, meeting minutes, show results, exhibition opportunities, workshop opportunities, and member achievements and activities.  At the end of each membership year, a CD shall be created which will include all newsletters, flyers, etc.  as a history of that year.

SIGNATURE HONOR POINTS CHAIR:
1.  Shall record all points each member has earned for both Juried and Signature Member status.  The chair shall provide to the Board each May a status update for all members to allow appropriate certficates to be awarded in a ceremony at the June Meeting.

WEB SITE CHAIR:
1.  Shall serve as the web manager or webmaster and shall be responsible for maintianing a website that serves the varied needs of the membership and promotes APAA as a successful and active art organization.

IAPS CHAIR:
1.  Shall seerve as the liaison between APAA and IAPS.  Shall communicate all IAPS news and opportunities to the membership, using the newsletter and email blasts.  Shall be responsible for updating the APAA presence and information on the IAPS website, and at the IAPS convention.  Shall communicate any changes in members serving as APAA President, Treasurer, and IAPS Chairperson to both the IAPS President and Membership Chair.

ARIZONA ART ALLIANCE CHAIR:
1.  Shall serve as the liaison between APAA and AAA.  Responsibilities shall include attendance at the monthly AAA meetings, updating the APAA members on AAA news and events, organizing and supporting APAA members to become AAA juried members, organizing and supporting AAA juried APAA members participation in AAA shows and events.

SCHOLARSHIP CHAIR:
1.  Shall develop and make recommendations to the Board concerning scholarships both for young artists in the community and within the memberhsip group.  Shall take the responsibility for conducting all scholarship programs approved by the Board.

ARTICLE VII – Board of Directors and Standing Committees

1.     The Board of Directors at a minimum shall be comprised of the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Immediate Past President, and Standing Committee Chairpersons.

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 President and either the Vice President or Treasurer 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. By-law 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 by-law 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