ROCHESTER ART CLUB, INCORPORATED
Amendments to the By-Laws of the Rochester Art Club Constitution
- To grant associate affiliate members voting rights equal to signature members.
- To permit associate affiliate members to serve as Directors on the Board of Directors, including President.
Article II, Section 3, paragraph (a), is amended to read as follows:
Section 3. Associate Affiliate Members: Associate Affiliate Members may elect the Board of Directors, serve as Directors and in other capacities, including President, amend this Constitution, and have such other rights of members as are granted by law.
Article II, Section 10, is amended to read as follows:
Section 10. Annual Meeting. An Annual Meeting of the Signature Members and Associate Affiliate Members for the election of Directors and the transaction of other business shall be held at such place and at such time in the month of June as shall be set by the Board of Directors. Notice thereof shall be given by first class mail, facsimile telecommunications, e-mail or personally, not less than ten nor more than thirty days in advance of the meeting, to the Signature Members and Associate Affiliate Members of record determined as of May 15.
Article II, Section 11, introductory paragraph, is amended to read as follows:
Section 11. Nominating Committee. At the first fall meeting of the Board of Directors the Board shall appoint three persons from among the Signature Members and Associate Affiliate Members, who may but need not be Directors, to constitute a Nominating Committee for the purpose of proposing candidates for election as Directors.
Article II, Section 11, paragraph (a), is amended to read as follows:
(a) Not later than May 1 of each year the Nominating Committee shall cause the Membership Secretary to provide the Signature Members and Associate Affiliate Members notice that 4 named Signature Members or Associate Affiliate Members will be nominated to three-year terms as Directors (or for less than three years if filling a vacancy). The notice shall further specify that up to 2 additional candidates will be accepted if proposed by a written petition signed by not fewer than ten Signature Members or Associate Affiliate Members and delivered to the Membership Secretary not later than May 15. If more than 2 such additional candidates are so proposed the 2 proposed by the greatest number of signatories will be accepted for ballot. If necessary, ties will be resolved by lot.
Article II, Section 13, is amended to read as follows:
Section 13. Special Meetings. Special meetings of the Signature Members and Associate Affiliate Members may be called at any time by the President or by the Board of Directors. The Directors may set, or confirm the President’s setting of, a record date for determination of the members entitled to vote at such a meeting, which shall be not more than 50 nor less than 10 days before the date of the meeting. Special meetings may also be called by the lesser of 100 members or ten percent of the total number of Signature Members and Associate Affiliate Members of record as of the date of giving notice of such meeting. Notice of a special meeting shall be given by first class mail, facsimile telecommunications, e-mail, or personally, not less than ten nor more than thirty days in advance of the meeting, and shall contain a statement of the purpose of the meeting. The Secretary shall attend to this notice requirement for a member-called meeting promptly after receiving a satisfactory request from the number of members.
Article III, Section 1, is amended to read as follows:
Section 1. Power of the Board and Qualification of Directors: The Club shall be managed by its Board of Directors, herein referred to as the Board. Each Director, including President, shall be at least nineteen years of age, and must be a Signature Member or Associate Affiliate Member of the Club.
Article III, Section 2, paragraph (c), is amended to read as follows:
(c) Directors shall be elected as provided in Article II, at the annual meeting of the Signature Members and Associate Affiliate Members, for a term of three years (or to fill the remainder of a partial term). A Director’s term shall commence upon election and qualification and shall expire upon election and qualification of his or her successor. Directors shall be divided into three classes of as nearly equal size as possible, one class to be elected in each successive year for the purpose of staggering their three-year terms.
Article IV, Section 2, is amended to read as follows:
Section 2. Term of Office and Qualifications: The officers shall be elected by the Board of Directors at its first meeting following the Annual Meeting of Members. Unless a shorter term is provided in the resolution of the Board electing an officer, the term of office of such officer shall extend to the next annual election of officers and until his or her successor is elected and qualified. All officers of the Board may have a vote and attend the meetings of Directors and executive sessions if so directed by the President. The members of the Board shall serve as a nominating committee for presenting candidates for the election or re-election of officers. The term of office of an officer is renewable without limit, and the expectation should be service for three terms.
Article IV, Section 10, is amended to read as follows:
Section 10. Secretary: It shall be the duty of the Secretary to act as secretary of all meetings of the Board of Directors and of Signature Members and Associate Affiliate Members; make and keep the minutes of all such meetings at which he or she shall so act; see that all notices, reports and filings required to be given or made by the Corporation are duly done; keep a current list of the Corporation’s Directors and officers and their residence addresses; maintain custody of the seal of the Corporation and affix the seal, or cause it to be affixed by any Director or officer of the Corporation, to all agreements, documents, and other papers requiring the same; maintain custody of the minutes of all meetings of Directors, Signature Members and Associate Affiliate Members, the Executive Committee, and any other committees which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer of the Corporation, or in the custody of some other person authorized by the Board of Directors to have such custody.
Article IV, Section 12, paragraph (b), is amended to read as follows:
(b) Auditors. The Board of Directors shall appoint two or more Signature Members or Associate Affiliate Members (who may also be Directors) in the spring of each year to audit the books and procedures of the Treasurer and to report there on at a meeting of the Board prior to the annual membership meeting.
Article XI, Section 1, paragraph (a), is amended to read as follows:
(a) By the Signature Members and Associate Affiliate Members. The change may be made by a majority of Signature and Associate Affiliate Members present in person or by proxy and entitled to vote at any annual or special meeting of members, provided that notice of such proposed action has been incorporated in the notice of a special meeting pursuant to Section 13 of Article II, or in the notice of the Annual Meeting as provided in Section 2 below.
Section 1. At the beginning of each program year the Board of Directors (hereinafter Directors) shall determine and approve the Club meeting schedule and advise the membership of dates, times, and places.
Section 2. It is the intention that the Rochester Art Club, Incorporated, (hereinafter Club) shall maintain a close liaison with Memorial Art Gallery and other local art organizations, including the making of contributions and awards as determined by the Directors to achieve mutual goals.
2. ADMISSION OF MEMBERS
Signature Membership: Membership applications are available by request to the Membership Committee. Application for Signature Members is to be completed and returned to the Membership Committee with an artist biography and any applicable fee. Applicants will be notified of the next meeting of the Jury of Selection Committee.
The applicant will submit 4 (four) examples of their work. All artwork must be original and completed within the last 2 (two) years. Any work done under the supervision of an instructor does not qualify for jury selection.
The jury shall meet bi-annually in spring and fall. Dates may very depending on availability of the meeting space.
The jury will review all submitted work. Applicants will be notified by mail of acceptance or denial of membership to the club. Upon approval, the applicant will submit payment of the first year’s dues. New Signature Members will be announced.
Associate Affiliates: Persons who wishes join the Rochester Art Club can be eligible to become an Associate Affiliate by paying the same dues as a Signature Member. Associates will receive invitations to attend shows, programs, and social functions.
Associates will be allowed to submit paintings for consideration in specially selected exhibitions. All paintings submitted for this exhibition will be passed upon by a Juror of Selection and will receive equal treatment, whether submitted by a Signature or an Associate. An Associate may submit the same number of paintings to this show as a Signature member. Appropriate fees apply to all entries. Any Associate who is accepted into three designated exhibitions will become a Signature Member of the Rochester Art Club. Associates are responsible to submit proof (such as exhibition programs), that their work was accepted in three specified exhibitions to the Membership Committee.
Associates will be encouraged to serve on and/or chair RAC committees. Associates will also receive the RAC newsletter. However, such members may not vote or hold office.
Honorary Members: Honorary Membership may be granted to a member in good standing that has served the club in an exemplary manner.
A letter of recommendation for honorary status shall be submitted in writing to the Membership Chairperson. Nominations will be presented to the Board at the next Board Meeting and put to a vote. The Honorary Membership status will be granted upon the approval of said recommendation by two thirds (2/3) of the Board of Directors.
The Board of Directors may grant Honorary Membership to a member in good standing that has retired from creating art and no longer wishes to exhibit.
Honorary Members are exempt from payment of regular dues. Show fees and workshop fees are applicable to Honorary Members.
Annual dues are to be paid on June 1 of each year. Members shall be notified of required dues payment in May of the year. The amount of such dues shall be determined by the Director. Member failing to pay dues by June 1 will incur a late fee of $5.00.
4. NON-PAYMENT OF DUES
Members who have not paid their dues by October 1st will no longer be members in good standing and the privileges of voting, holding office and exhibiting will be suspended. Delinquent Members will be notified of suspension in writing. Prior to October 1st, a member may return to good standing by paying all delinquent dues. After suspension, any person wishing to rejoin must resubmit to a Jury of Selection. Any member submitting a letter of resignation may be reinstated within a three-year period upon payment of past dues.
5. CHANGE OF ADDRESS
Members should notify the Membership Chairperson of any changes in address, phone number or e-mail. He/she will notify the officers and any persons preparing mailings of such changes.
All resignations should be made in writing to the Membership Chairperson. The letters will be submitted to the President for review and acted upon by the Directors.
7. SUSPENSION AND EXPULSION
Action by a member that damages the reputation of the Club may be considered grounds for suspension or expulsion. Such member must be notified one month in advance and given an opportunity to present justification at a Directors meeting. If Directors still consider action is necessary, a vote of two thirds of the Signature Members at a Club meeting is required to suspend or expel said member. Any officer may be removed from office by action of the Directors after first advising such officers of reason for dismissal and giving officer opportunity to present justification to the Directors. Such action shall be reported to the membership at the next Club meeting.
8. CLERICAL AND OTHER ASSISTANCE
The officers of the Club shall have power, with the approval of the Directors, to employ at the expense of the Club, such assistance as may be necessary in the discharge of their duties.
Unfortunately, the number and types of exhibitions are dependent on the venues and manpower that are available. The Club will attempt to provide an exhibition including Associate members yearly. A Signature Member only non-juried show will be attempted biannually. Other exhibitions will occur when conditions arise.
Moneys over and above a reasonable amount for operating the Club shall be kept in a savings account in the name of the Club. Additional accounts for special funds may also be kept in accordance with Article IX of this Constitution
Any Bylaw may be suspended or amended by a majority vote of the Directors. The change must be presented in writing to the membership.