Revisions to PAA’s By-laws

In case you missed the article in your recent newsletter concerning revisions to PAA’s By-laws, we are including it here.  The PAA Board of Directors asks for your on-line vote before Wednesday, February 16.  We’ll be announcing the results at our General Meeting Sunday, February 20.

We Need Your Vote!

At the October meeting of  the Placerville Arts Association's Board of Directors, it was agreed that PAA's By-laws and Mission Statement should be reviewed and updated; the last update of the By-laws occurred April 1984.  Carolyn Dyle, Cathy Keil, Gerry Litwin, Donna Nelson, and Lynell Phillips formed a committee to accomplish this.  A good deal of discussion, along with a line by line review, occurred to preserve the original mission and structure of PAA, while presenting opportunities for growth and diversity of PAA's programs and activities.

PAA's revised draft By-laws approved by the Board at its February meeting, is being emailed to you for your approval along with the revised Mission Statement for your information.  Please review these By-laws, and, indicate and return your approval or disapproval in the area indicated.  We will need a quorum for approval and a majority vote in favor of adoption, as specified by the 1984 By-laws under which PAA has been operating.  It is important for the continued smooth running of our organization that these revisions be adopted.

A significant change to the By-laws is the addition of six board positions increasing the number from nine under the current By-laws to fifteen with the adoption of the proposed By-laws.  Requirements for Member meetings and Board Meetings have been separated in the proposed By-laws and the quorum requirement for each has been updated. 

t takes a village to provide the all the activities and programs you, as a PAA member, expect and deserve from your organization.  Your Board continues to do just that for you and the future operation of PAA. 

  If you have any questions, please contact Lynell Philllips at lynellphillips@aol.com or Donna Nelson at nelsonoutwest@att.net.  

PAA’s Revised Mission Statement now reads:
 Placerville Arts Association promotes the creative work of its members,  provides opportunities for sharing ideas among artists, and invites public interest through a variety of visual art events.

FINAL DRAFT PAA BY-LAWS 

as of December 22, 2021

These By-laws of January 2022 shall supersede and
replace all previous By-laws. 

SECTION A: DUTIES OF OFFICERS AND COMMITTEE CHAIRS

1.    President 

    A.    Responsible for keeping the organization functioning. 

    B.     Presides at all member meetings. 

    C.    Presides or appoints a replacement Board member to preside at Board meetings if Vice-President is not  available. 

    D.     Is an ex-officio member of all committees. 

2.    Vice-President 

    A.    Assists and substitutes for the president when necessary. 

3.    Secretary 

    A.    Keeps minutes of all business decisions at Board of Directors’ and membership meetings. 

    B.    Submits minutes to the President, retaining original for the permanent file. 

    C.    Attends to all correspondence as instructed and keeps a permanent copy on file. 

    D.    Designates a substitute member for the purpose of taking minutes when unable to attend meeting.

 4.    Treasurer 

    A.    Keeps a record of the Association’s tangible property. 

    B.    Keeps a record of all financial business of the Association in Quickbooks Online or other board approved  online accounting software. 

    C.    Receives and deposits all funds, pays board approved expenses, and other financial obligations monthly. 

    D.    Files yearly sales tax statement by required deadline. 

    E.    Prepares all required Federal and State filings to maintain non-profit status and files reports after board approval. 

    F.    Submits to board in advance of monthly meetings a detailed balance sheet and profit and loss statement along with a copy of the bank statement. 

    G.    Generates custom financial reports requested by board. 

    H.    Submits books for audit at end of each fiscal year. 

5.    Members Show Chair 

    A.    Schedules and produces shows for Association members. 

6.    Publicity Chair 

    A.    Publicizes Association events. 

7.    Newsletter Chair 

    A.    Publishes a monthly newsletter.

8.    Membership Chair 

    A.    Conducts annual membership drive. 

    B.    Maintains current membership record. 

    C.    Publishes and distributes annual membership roster. 

    D.    Reconciles membership with the Treasurer. 

9.    Historian Chair 

    A.    Maintains a record of Association events. 

    B.    Preserves group history and makes available at member meetings. 

10.    Program Chair 

    A.    Identifies and schedules guest artists for monthly member meeting presentations. 

    B.    Plans other monthly member meeting activities. 

11.    Mother Lode Show Chair 

    A.    Schedules and produces annual National Mother Lode Art Exhibition. 

12.    Studio Tour Chair 

    A.    Schedules and produces annual Studio Tour. 

13.    Outreach Chair 

    A.    Identifies opportunities and implements actions for community outreach. 

14.    Hospitality Chair 

    A.    Provides sign-in register and name tags at member meetings. 

    B.    Schedules volunteers for refreshments at member meetings. 

15.    Special Events Chair 

    A.    Plans and implements Special Events. 

SECTION B: OFFICERS AND COMMITTEE CHAIRS 

Officers (President, Vice-President, Secretary and Treasurer) and committee chairs, as defined in Section A, shall assume office in January of each year. These officers and committee chairs shall constitute the Board of Directors as specified in the Articles of Incorporation and shall meet, as needed, to plan the business and policies of the Association. Board meetings are to be attended by all officers and committee chairs, unless excused from so doing by the President of the Board or the person acting as President. A written report submitted to the President one day prior to the board meeting may substitute for attendance at the meeting and will be considered an excused absence. Two unexcused absences from Board meetings or failure to preform duties of position as stated in Section A of the By-Laws will require the appointment of a replacement. Said appointment will be nominated by the President and approved by the Board. Officers and committee chairs shall invite additional members to assist in the committees as needed. 

SECTION C: BOARD OF DIRECTORS

1.    The Board of Directors shall consist of the President, VicePresident, Secretary, Treasurer and the Chairs of all standing committees. 

2.    The President or Vice-President may authorize an expenditure of up to $100. No single expenditure in excess of  $100 may take place without approval of Board members at a regular or special meeting. 

SECTION D: NOMINATION AND ELECTIONS

1.    A nominating committee for all board positions will be appointed by the board in October. 

2.    A slate of proposed officers published in November newsletter. 

3.    The election of nominated officers will be held at the November member meeting. 

4.    Officers will be installed at the January member meeting. 

SECTION E: BOARD MEETINGS

1.    New officers will preside at the first board meeting of the new fiscal year. 

2.    Annual budget will be presented at the February board meeting. 

3.    Monthly meetings 

    A.     A meeting of the Board of Directors will be held January through November, with an optional December meeting. 

    B.    Secretary will present minutes of previous meeting. 

    C.    Treasurer’s reports will be presented. 

    D.    Committee Chairs will present project updates. 

    E.    Other Association business will be discussed and approved as necessary. 

    F.    A special Board meeting may be called by the President or a vote of the majority present at a Board meeting. All Board members must be given written notice of the special meeting at least one week prior to the meeting date. 

    G.    The conduct of all meetings will be guided by Roberts’ Rule of Order. 

    H.    Sixty-six percent of the total number of board members establishes a quorum. 

SECTION F: MEMBER MEETINGS

1.    New officers will preside at the first member meeting of the new year. 

2.    An annual budget will be presented at the February member meeting. 

3.    Monthly meetings of the Association membership will be held unless cancelled by a majority vote of the members or by vote of the Board. Due notice of cancellation will be given to the membership. 

4.    Special member meetings may be called by any five members who, at their own expense, notify all paid members at least two weeks prior to the meeting, giving reasons for calling the meeting. 

5.    The conduct of all meetings shall be guided by Roberts’ Rule of Order. 

6.    Twenty-five percent of members establishes a quorum. 

SECTION G: MEMBERSHIP AND ELIGIBILITY FOR ACTIVE PARTICIPATION

1.    Any interested party is eligible for membership. 

2.    Only paid members may vote at Association meetings. 

3.    Only paid members may hold office in the Association. 

4.    Only paid members may exhibit in Association sponsored member events, unless otherwise approved by the Board.

5.    Dues are set annually at the October Board meeting and are effective as of the following January for the calendar year. 

6.    Dues received from new members after the last sponsored Association event of the year will be applied toward the following year. 

SECTION H: CHANGES IN BY-LAWS

1.    Changes in By-laws of the Association require support of a majority vote. 

2.    A copy of the proposed changes must be provided to the membership at least one week before the meeting set for voting. 

End of By-laws.