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Published on Sunday, 13 June 2010 19:14

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Statutes/Bylaws of the Pastel Guild of Europe

ARTICLE I NAME AND PURPOSE

Section 1 Name: The name of the organization is The Pastel Guild of Europe. It is a non-profit organization.
Section 2 Purpose: The Pastel Guild of Europe; hereafter called PGE; is organized exclusively for a common purpose: To strengthen connections and friendships between artists across Europe. To inform, enjoy and delight in the beautiful artists medium of pastels, and to be a support and resource for artists and groups of artists. To educate the public in appreciation of art and encourage their participation in art.

ARTICLE II MEMBERSHIP

Section 1 Eligibility for membership: Application for membership shall be open primarily to residents in Europe who support the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2 Annual fees: The annual fees are decided by the membership at the Annual General Meeting (AGM). Continued membership is contingent upon being up-to-date on membership fees.
Section 3 Rights of members: Each full member has one vote and shall be eligible to appoint one voting representative to cast the members vote in PGE elections.
Section 4 Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. Membership can be terminated by a majority vote of the Board.
Section 5 Non-voting membership: The Board shall have the authority to establish and define non-voting categories of associate membership.
Section 6 Charter and Founding memberships: A Founding member is a member who has worked to prepare the founding of PGE. A Charter member is a member who is present at the founding meeting where this charter (bylaws) is accepted by the membership. Also, a person who applies for membership before and at the latest on December 31, 2009, and donates a sum of ca Euros:100 to the PGE, will be considered a charter member.

ARTICLE III MEETINGS OF MEMBERS

Section 1 Regular meetings: Regular meetings of the members shall be held at a time and place designated by the Chair.
Section 2 Annual meetings: An Annual General Meeting (AGM) of the members shall take place in the month of March, the specific date, time and location of which will be designated by the Chair. Due to geographical distances, AGMs can also be held online, in a proper venue designated by the Chair. If the whole discussion can be saved to a computer file in written or in audio form, it shall be so saved. At the AGM the members shall elect the Board, as specified in section IV, receive reports on the activities of the association, and determine the direction of the association for the coming year. A Board Development Committee consisting of a minimum of 2 persons shall be elected at the annual meeting. Two internal lay-people auditors shall also be elected.
Section 3 Extraordinary meetings: Extraordinary meetings may be called by the Chair, the Executive Committee, or a simple majority of the Board. A petition signed by five percent of voting members may also call an extraordinary meeting.
Section 4 Notice of meetings: Written notice of each meeting shall be given to each voting member, by e-mail, not less than two weeks prior to the meeting.
Section 5 Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 6 Voting: All issues to be voted on at the AGM shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV BOARD OF DIRECTORS

Section 1 Board role, size, and compensation: The Board of directors (hereafter called the Board) is responsible for overall policy and direction of the association, and will delegate responsibility of day-to-day operations to committees. The Board shall consist of a maximum 10, but no fewer than four directors. All Board members/officers must be residents of Europe.
The Board receives no compensation other than reasonable expenses.
Section 2 Terms: The Chair shall serve one-year terms. All other Board members shall serve two-year terms.
Section 3 Meetings and notice: The Board will meet quarterly, at an agreed time and place. Board meetings can be in a physical location where members will be present in person, via the internet or by a conference phone call. An official Board meeting requires that each Board member have written notice a minimum of one week in advance.
Section 4 Election procedures: A Board Development Committee (BDC), consisting of at least two PGE members, will be nominated by PGE members at the AGM. The BDC shall be responsible for nominating prospective Board members for presentation at the following yearÕs AGM. In addition, any voting PGE member can nominate a candidate, to the BDC. Elections will be held such that ca 50% of the Board, plus vacant posts are elected on alternate years. If the number of nominees in a year exceeds the number of vacant posts, the BDC will decide which nominees to be put forward. The BDC will take into consideration that the nominees should represent the associationÕs diverse constituency. The BDC will nominate the Chair and treasurer.
A list of candidates, including the Chair and treasurer nominations will be made available to PGE members a minimum of two weeks before the AGM.
Section 5 Board elections: Directors shall be elected or re-elected by the voting representatives of PGE members at the AGM. Directors will be elected by a simple majority of PGE members present at the annual meeting.
The Chair and treasurer shall be elected by PGE members at the AGM. All other officers shall be elected by the Board. Each nominated candidate must be available to take an active part in the Board immediately upon election.
All PGE members are eligible to transfer their voting rights to a nominated representative provided this is done in writing.
Section 6 Quorum: A Board meeting must be attended by a quorum of at least forty percent of Board members for business transactions to take place and motions to be passed.
Section 7 Officers and Duties: At a minimum the Board will consist of four officers, comprising a Chair, vice-Chair, secretary and treasurer. One of these must be a resident of Sweden as registration in Sweden necessitates that one of the officers reside there. If there is no resident of Sweden on the Board, the PGE must be re-registered in another relevant country.
The duties of the officers are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-Chair, secretary, treasurer. In case of a tied vote, the Chair shall have the casting vote.
The vice-Chair shall also have a specific area of responsibility, to be defined by the Board. The secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that records are maintained.
The treasurer will present a fiscal report at each Board meeting. The treasurer shall Chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
The responsibilities of other directors will be decided at by the Board at its inauguration meeting.
Section 8 Vacancies: When a vacancy on the Board exists mid-term, the secretary must receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the retiring Board member's term.
Section 9 Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. If the resigning member is the secretary, the resignation shall be received by the Chair. A Board member will be terminated from the Board due to excess absences, or more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members. Section 10 Special meetings: Special meetings of the Board shall be called upon the request of the Chair, or one-third of the Board. Notice of special meetings shall be sent out by the secretary to each Board member a minimum of two weeks in advance.

ARTICLE V COMMITTEES

Section 1 Committee formation: The Board may create committees as needed, such as fundraising, exhibitions, public relations, data collection, etc. The Board Chair appoints all committee Chairs.
Section 2 Executive Committee: The Chair, vice Chair, secretary, and treasurer serve as the members of the Executive Committee. Except for the power to amend the bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, and is subject to the direction and control of the full Board. Section 3 Finance Committee: The treasurer is the Chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee.
The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

ARTICLE VI CHARITY

The PGE Board have the right to decide to donate money to charity.

ARTICLE VII AMENDMENTS

Section 1 Amendments: These bylaws may be amended when necessary by two-thirds majority of the Board.
Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

ARTICLE VIII TERMINATION

Section 1 If the PGE would dissolve and cease activity, the Board will decide how to deal with possible funds, to hold them in trust for a re-forming of the society, or to reimburse memberÕs fees and/or donate funds to another pastel society or to charity.

CERTIFICATION

These bylaws were approved on the 23rd of April, 2009 by the Steering Committee of the PGE.

Charlotte Herczfeld, Sweden
Dorte Krogh-Nielsen, Denmark
Mary Brigid Mackey, Ireland
George M Martins, Portugal
Mario Vukelic, Croatia


These bylaws were approved and accepted at the founding meeting of the members of the Pastel Guild of Europe by a two thirds majority vote on 3 May, 2009.