ARTICLES OF AMENDMENT
OF
WHATCOM ARTIST STUDIO TOUR
The following amendments to the articles of Incorporation of the Whatcom Artist Studio Tour are hereby approved by the Board of Directors in accordance with the provisions of RCW 24.03 and the corporate governing documents.
Definition: Whatcom Artist Studio Tour is referred to as WAST in this document
ADD: ARTICLE I – DESCRIPTION OF THE WHATCOM ARTIST STUDIO TOUR
A. Section I. Purpose: The mission of WAST is: “An association to promote the arts in Whatcom county by opening artist studios to the public the first 2 weekends in October”
B. Section II. Dissolution: The Whatcom Artist Studio Tour can elect to dissolve the organization with a majority vote of all active members in good standing. Upon approval to dissolve the following action shall be taken:
a. All authorized debts and expenses incurred by the Whatcom Artist Studio Tour shall be paid out of available funds
b. Any funds remaining shall be distributed equally to all active members in good standing. However this distribution to each member shall not exceed the fees paid by the member.
c. Any funds or physical property remaining after distribution to the members as described above shall be donated to charities or non-profit organizations as selected by the board of directors.
d.
Notify the State of
A. Becoming a member in WAST requires that the artist submit a qualification package that demonstrates their artistic ability, quality of work, details of their studio and a bio.
B. The qualification packages will be reviewed by a qualified and independent jury. The jury will rank each artist on the basis of technique, creativity, quality and execution.
C. Once juried in the artist can remain a member for 3 years without having to submit for a jury review.
A. Artists who successfully pass the jury review will be required to pay a fee for participation in the annual tour. The membership fee is paid on an annual basis in May.
B. The fee is set by the WAST board and is currently $230. The fee may be changed annually by a majority vote of the board.
A. The annual meeting shall be held in April of each year on such a date, time and place as specified by the Board with proper notice to all members.
B. Monthly meetings of WAST board shall be held on such a date, time, and place as specified in a notice to all members. The board meetings are open to all members in good standing.
C. Special Meetings of the Board of Directors may be called by the President or in his/her absence by the Vice President, or upon written request of at least three members of the WAST Board of Directors. Notice of such special meetings, including meeting time, place, and agenda, shall be provided to each Director at least 24 hours in advance of the meeting.
D. At any Board Meeting of WAST a simple majority of Board Members attending shall constitute a quorum. If a quorum is not met, any action requiring a vote shall be postponed.
A. The Board of Directors shall consist of no less than five (5) members. Directors will consist of: President, Vice President, Secretary, Treasurer and Publicity
B. Vacancies on the Board of Directors shall be appointed by the Board until the next Special or Annual General Meeting when the members shall elect eligible members to fill the vacancies.
C. Functions of the Board of Directors
a. The Board of Directors shall have control over the affairs, funds and property of WAST and shall function according to WAST Articles of Incorporation and the Bylaws.
b. The Board of Directors must approve expenditures of WAST in excess of One Hundred Dollars ($100.00). Checks may be written by one of the following : President or treasurer.
c. Books shall be audited annually by a committee of at least 2 non-board members. The audit must be prepared and submitted to the Board of Directors in January of each year covering the previous year’s activities.
d. All matters concerning the general policies and governing of WAST not stated herein shall be decided by a majority vote of the Board of Directors.
e. Minutes of all Board of Directors meetings, Special Meetings, and the Annual General Membership Meetings shall be recorded by the Secretary
A. President:
a. Preside at Board of Directors Meetings, Special Meetings, and the General Annual Meeting of the WAST.
b. Appoint all committee chairs to carry out approved functions of WAST.
c. Provide an agenda for all WAST meetings.
d. Represent the WAST and its functions to the general public.
B. Vice President:
a. In the absence of the President, the Vice President shall preside at all Board of Directors Meetings, Special Meetings, and the Annual General Meeting of the Membership, and shall officiate all other presidential duties as required.
b. Assist the President in all matters designated to the Vice President by the President.
c. Assist on the Nominating Committee.
C. Secretary:
a. Record minutes at all WAST meetings, including Board Meetings, Special Meetings, and General Membership meetings
b. Distribute minutes to all members.
c. Mail, telephone or e-mail all communications to the appropriate members when required and in a timely manner
d. Maintain and distribute a membership roster
e. Handle all correspondence as required by the President and board of directors with their approval.
D. Treasure
a. Collect, then deposit, and disburse all funds at the direction of the Board of Directors and in accordance with the Bylaws.
b. Provide guidance in financial matters to WAST.
c. Keep a current record of dues collections and delinquent members and make a monthly report to the Board of Directors.
d. Keep the books of the WAST in accordance with generally accepted accounting methods, and provide a monthly Treasurer’s Report to the Board of Directors and an Annual Report to the Membership.
e. Provide the WAST books to the Audit Committee and provide them with whatever information or documentation they may request.
E. Publicity
a. Create public awareness of the Whatcom Artist Studio tour through the use of paid and non-paid advertisements
The President may designate or add Standing Committees as needed.
No Directors or Officers of WAST shall receive any compensation for their services, directly or indirectly.
A. The Board of Directors shall appoint a nominating committee no later than 30 days before the annual meeting.
B. The nominating committee shall appoint at least one candidate for each office opening of the Board of Directors of WAST and communicate those names in writing in the official notice of the Annual General Meeting as provided in these Bylaws. Members must agree to their nomination.
C. Election of the officers will take place at the annual meeting.
D. Directors will be elected upon receiving a simple majority vote from those qualified members present, or by proxy or mail votes.
The fiscal year of WAST shall be January 1 and end December 31.
A. The WAST Bylaws, or any part thereof, may be amended or modified by sixty percent (60%) vote of the membership in attendance, or by proxy or mail at the Annual General Membership Meeting.
A. The Bylaws were duly adopted by the Board of Directors on the date herein below stated:
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Date President