Amended and Revised 2023

BYLAWS OF MARYLAND PASTEL SOCIETY, INC.
P.O. BOX 54
RIDERWOOD, MARYLAND 21139

AMENDED AND REVISED 2023

ARTICLE I: THE ORGANIZATION

SEC. 1. The name of this organization shall be The Maryland Pastel Society, Incorporated, hereinafter referred to as the Society, a non-profit Corporation formed under the non-profit corporation laws of the State of Maryland on October 4, 1977, and having its principal office in Baltimore County, Maryland.

SEC. 2. This Corporation shall not be authorized to issue capital stock. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation shall pay reasonable compensation or reimbursement of expenses for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. There shall be no political activities or any other activities not permissible to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SEC. 3. Distributions may be made to organizations which qualify as exempt organizations under Sec. 501(c)(3) of the Internal Revenue Code, or corresponding section(s) of any future federal tax code.

ARTICLE II: OBJECTIVES

SEC. 1. The purposes for which the Society was formed are as follows: a. The Society has as its primary objective, the promotion and development of professional and original works of art, principally in the medium of dry pastel, b. To provide educational opportunities for artists and the public through the Society's website, lectures, art demonstrations, workshops, and art exhibitions, including awards and certificates for achievements.

ARTICLE III: MEMBERSHIP

SEC. 1. There shall be four classifications of membership: SIGNATURE MEMBERS, ARTIST MEMBERS, PATRONS, and CORPORATE MEMBERS.

a. SIGNATURE MEMBERS are those who have been elected to this level of membership based on the quality of their work by a majority of Board members holding Signature membership at specified meetings of the Executive Board. Signature members may vote and participate in all juried and non-juried

exhibitions except those designated as Artist Member only exhibitions, and may serve as committee members or chairs. They are represented on the Society's web site with images, web site address, and contact information.

b. ARTIST MEMBERS are those who have paid the specified fee for this level of membership but have yet to apply for or be accepted as Signature Members. Artist Members may vote and participate in all activities, with the exception of non-juried Signature Member exhibitions They may serve as committee members or chairs except for the Signature Member Committee where all members and chair must be SIGNATURE MEMBERS. Artist Members are encouraged to participate in all open-juried exhibitions and to apply for Signature Membership.

c. PATRONS are individuals who wish to become an important part of the promotion of the arts in Maryland and the surrounding region. Monetary contributions, which are tax deductible, are welcomed at any time during the fiscal year. They will be listed on the Society's website.

d. CORPORATE MEMBERS support the Society's efforts in promoting public interest in pastel paintings and art works through the purchase of paintings, as well as contributions, monetary and merchandise awards. Contributions and awards are tax deductible to the extent supported by law. They will also be listed on the Society's website.

ARTICLE IV: DUES

SEC 1. The annual dues of SIGNATURE and ARTIST MEMBERS shall be determined by the Executive Board.

SEC. 2. SIGNATURE and ARTIST MEMBER dues are payable during the month of January. Dues are in arrears after March 15th. ARTIST and SIGNATURE MEMBERS whose dues are not received by April 15th are not in good standing and will be deleted from the roster. New members admitted after October 1st are automatically paid through the following year.

ARTICLE V: OFFICERS, EXECUTIVE BOARD

SEC. 1. The elected officers of the Society shall be President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer.

SEC. 2. The Executive Board shall consist of the five elected officers and chairs of such Standing Committees as:

a. Exhibitions

b. Communications

c. Membership

d. Special Events

e. Publicity

f. Education

SEC. 3. Other committees may be formed and dissolved as necessary to serve the needs of the Society, and chairs of any added standing committees will be members of the Executive Board.

ARTICLE VI: NOMINATIONS AND ELECTIONS

SEC. 1. The President may appoint, by June 30th of election years, a nomination committee of two Signature members and one Artist member, no more than one of whom may be an elected officer, to select a slate for Vice-President, Corresponding Secretary, Recording Secretary, Treasurer, and, if necessary, President.

SEC. 2. Elections shall be held at the Autumn meeting every two years. A term of office shall be for two years.

SEC. 3. All elected officers may be re-elected without restrictions. SEC. 4. No members shall be nominated without their consent to serve. SEC. 5. Nominations may be made from the floor, with the nominee's consent.

SEC. 6. Election shall be held by ballot vote of those present in person or participating by teleconference set up for the election meeting. In the event that there is but one nominee for each office, election may be by voice vote. A majority vote shall elect.

SEC. 7. Newly elected officers shall assume their duties upon conclusion of the voting at the general meeting.

SEC. 8. If any elected officer or committee chair is unable to fulfill his or her duties, the remaining members of the Board shall appoint by majority vote another qualified member to serve out the unexpired term.

ARTICLE VII: DUTIES OF OFFICERS AND EXECUTIVE BOARD

SEC. 1. The President shall preside at all general and board meetings, sign all contracts and obligations of the Society, and shall be, ex-officio, a member of all committees except the committee on nominations. The President shall have the power to appoint the chair and members of all committees, may fill vacancies, and may convene the Board in special session if necessary. The President may delegate authority to sign specific contracts to another Board

member.

SEC. 2. The Vice-President shall, in the absence of the President, preside at the meetings, and perform such other duties as are required by the President. The Vice-President may serve as a committee chair or serve actively on a committee. .

SEC. 3. The Recording Secretary shall keep accurate, written minutes for all general, executive, and special meetings, and shall perform such other duties as may be required by the President and the Executive Board.

SEC. 4. The Corresponding Secretary shall conduct the general correspondence of the Society, keeping permanent records thereof, and shall perform such other duties as may be required by the President and Executive Board.

SEC. 5. The Treasurer shall be responsible for bank accounts and any special funds, and shall collect and receive all payments, fees, and dues for the Society, and pay all legitimate bills. Further duties include preparing accurate treasurer's reports for all meetings, keeping thorough written records of all financial activities, maintaining a current, accurate roster of all SIGNATURE MEMBERS, ARTIST MEMBERS, PATRONS, and CORPORATE MEMBERS, including addresses and telephone numbers. The Treasurer shall send dues invoices in January each year, and mail out delinquent notices as necessary. The Executive Board shall be notified of all recorded changes in the roster. The fiscal year for the Society shall be January 1 through December 31. The Treasurer shall work closely with the President and the Executive Board regarding an annual budget.

SEC. 6. Retiring officers and chairs shall turn over all Society records to their successors. Wherever possible records will be maintained in electronic form and copies provided on the Society website and/or electronic document management system.

ARTICLE VIII: MEETINGS

SEC. 1. All general meetings are open to the public and shall emphasize educational programs to promote knowledge and appreciation for art and the medium of dry pastel.

SEC. 2. At least four general meetings are scheduled annually, except in extraordinary circumstances such as a pandemic

SEC. 3. Meetings at which officers are elected or bylaw amendments are approved require a quorum of 25 members attending either in-person or through teleconference capabilities set up for that meeting.

SEC. 4. At least four Executive Board meetings shall be scheduled by the President. A majority of the total Board shall constitute a quorum for such meetings.

SEC. 5. Special Executive Board meetings may be scheduled by the President as necessary.

SEC. 6. MEMBERS may be asked, at times, to vote on certain issues or proposals by mail or email if they cannot be present at a meeting. (Exception, election of officers, when they must be present in order to vote.)

SEC. 7. All meetings may be conducted in-person and/or online. ARTICLE IX: AMENDMENTS TO THESE BYLAWS

SEC. 1. At least (30) days in advance of a general meeting, amendments to these Bylaws may be offered to the Executive Board in writing by any MEMBER, to be voted upon at the next general meeting of the Society. A copy of any such proposed amendment(s) shall be made available to the membership at least ten (10) days prior to the meeting at which it is to be acted upon.

ARTICLE X: DISSOLUTION

SEC. 1. Upon the majority vote of the membership to dissolve the Society, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The Executive Board shall decide which exempt purposes will benefit from these assets.

NOTE: These revised Bylaws supersede any and all prior bylaws for the Maryland Pastel Society, Incorporated. Changes and revisions were adopted by the MEMBERSHIP of the Society at a general meeting held on January 28, 2023.