ARTICLE I – NAME AND PURPOSE

Section 1: The name of the organization shall be the Newton Art Association, Inc.

Section 2: The Association shall be a non-profit corporation organized and existing to stimulate and promote the appreciation and practice of arts in all media among the residents of Newton and surrounding communities.

Section 3: It is to be governed in its existence and purposes as a non-profit organization by the privileges and duties permissible under Chapter 180 of the General Laws of the Commonwealth of Massachusetts and a non-profit organization under Section 501 (c) (3) of the Internal Revenue Code.

Section 4: The Association shall have non-voting members. Governance shall be by a self-perpetuating Board of Directors that shall be the ultimate seat of authority within the Association. Any action or vote required or permitted by law shall be taken by action or vote of the Board of Directors.

Section 5: The Fiscal Year shall be from July 1 through the following June 30.

ARTICLE II – OFFICERS

Section 1: The regular officers of the Association shall be a President (or Co-Presidents, herein referred to as “President”), a Vice-President, a Correspondence Secretary, a Recording Secretary, a Treasurer, and a Membership Chair. There may be elected from time to time such additional assistant officers as appear advisable to the Board of Directors, but such assistants shall not be classed as regular officers of the Association.

Section 2: The officers for the following year shall be nominated by the Board of Directors prior to its final Spring meeting and elected by majority vote of the Directors present at that meeting. The slate of officers shall then be introduced at the Annual meeting. They shall assume their duties and privileges at the close of said meeting.

Section 3: The term of office of the President and Treasurer shall be limited to two (2) years in succession, or until a qualified successor is elected.

Section 4: Any officer may resign at a meeting of the Board of Directors, or by communicating their intent to the President or the Vice-President. Any officer may be removed from office by the affirmative vote of a majority of the regular Directors then in office. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term through an appointment by the Board of Directors.

ARTICLE III – BOARD OF DIRECTORS

Section 1: The Board of Directors shall consist of

a.) Officers of the Association
b.) Other current members of the Association, as proposed at a regular meeting of the Board of Directors and elected by a majority of those present. The Board shall comprise a minimum of eight and a maximum of 18 Directors, not including nonvoting Emeritus Directors. The Board shall, as necessary, add or replace Directors by its own actions.

Section 2: A majority of Directors shall be residents of the City of Newton.

ARTICLE IV – MEMBERSHIP

Section 1: Membership in the organization shall require the payment of dues, in turn for which members shall receive certain program benefits, as described in Section ( 2) of this Article. The members of the Association shall be non-voting members.

Section 2: Membership in this Association shall consist of the following:

a) Regular Members shall be actively interested in the arts and especially in the study and practice of painting or drawing, or other allied arts and crafts. They shall be eligible to participate in all activities and shall be afforded all benefits offered by the Association, including a monthly newsletter, monthly  demonstrations by prominent artists, critiques and salons, and participation in exhibits under the auspices of the Association.
b) Associate Members shall be those who have an appreciation of art and artists, and who wish to participate actively in the activities of this Association. Associate members shall be governed by the Constitution and By-Laws in the same manner as all regular members, except that they may not submit pictures for criticism or for Association exhibitions, unless with the special consent of the President and one regular member of the Board. c) Honorary Members shall be those members who, as a tribute to their outstanding contribution to the arts and/or service to the Association, shall be so designated by the Board.

Section 3: Application for membership shall be made by means of the form available on the Association website or, by request, from the Membership Chair. Unless the Board at any time elects to limit membership in some way, anyone who pays dues shall be accepted.

Section 4: The annual dues for members shall be determined by the Board of Directors for each category and shall be subject to change. All memberships expire at the end of the fiscal year. Either electronically or by regular post, the Membership Chair shall notify all members prior to the expiration date to remind them to renew. Failure to renew by July 1 shall result in the loss of the privileges outlined in Section 2.

ARTICLE V – DUTIES OF OFFICERS

Section 1: The President shall preside at all meetings of the Association and the Board of Directors. S/he may call special meetings of the Board by notifying its members at least three days in advance of the proposed meeting, either electronically or by phone. S/he shall appoint the chairs of all committees and together with each committee chair shall appoint the other committee members, and shall be responsible for seeing that those committees perform their respective duties. S/he shall, jointly with the Treasurer, have the authority to borrow money in the name of the Association provided the full Board of Directors has by a majority vote approved the specific transaction.

Section 2: In the event of the absence of the President, the Vice-President shall perform the duties of the President with the same authority. Either at the request of the President or on his/her own initiative, the Vice-President shall be available to support on-going or new endeavors of benefit to the Association.

In the event both President and Vice President are unable to fulfill their duties, the Board as a whole shall select an acting president by majority vote.

Section 3: The Correspondence Secretary shall oversee the arrangements for sending regular and special communications related to the activities of the Association, both to members and, where appropriate, to the wider community. These include the monthly newsletter as well as timely notices of demos, receptions, exhibit openings, and other events of interest.

Section 4: The Recording Secretary shall keep the minutes of all regular and special meetings of the Association and of the Board of Directors. These minutes shall be collected and become a permanent record of the activities of the Association. The collected minutes shall be readily available to any Board member at any time.

Section 5: The Treasurer shall keep the accounts and funds of the Association, receive dues and have charge of the finances. S/he shall make a financial report at each meeting of the Board or at any other time at the request of the President. S/he shall pay all debts approved by the Board of Directors either specifically or by such directives as may be declared by the Board from time to time for the conduct of its officers. S/he shall issue and sign proper receipts and maintain the Treasurer’s books. His or her accounts shall be at all times open to the Board of Directors. S/he shall file in a timely manner all financial documents required by State and Federal law. All funds shall be deposited in the name of the Association in such banks and in such accounts as may be approved from time to time by the Board of Directors. Withdrawal from a bank savings account or other financial account must be authorized by the Board.

Section 6: The Assistant Treasurer shall assist the Treasurer whenever called upon for a reasonable purpose and at a reasonable time. In the absence or unavailability of the Treasurer, s/he shall have the authorities given the Treasurer in Section 5 above.

Section 7: The Membership Chair shall be responsible for ensuring that membership data — the names, addresses, phone numbers, and email addresses of all members, as well as the standing of each with regard to payment of dues—are maintained in an accurate and timely manner. S/he shall provide assistance to members in matters of membership and shall issue reminders prior to renewal deadlines.

ARTICLE VI – DUTIES OF THE BOARD OF DIRECTORS

Section 1: The duties of the Board shall be to actively promote the organization, its welfare and success. It will be the responsibility of the Board to make recommendations to the President, decide upon all matters of finances and policy not otherwise delegated herein, inspect and approve the books of the Treasurer and the Recording Secretary, and in general direct the management and operation of the Association. The Board shall be guided in its operation by a formal manual (the Policies and Procedures ) that delineates the procedures by which its policies are effected. It shall appoint an auditor when deemed advisable to examine the financial records of the Association.

ARTICLE VII – MEETINGS

Section 1: The President shall call a monthly meeting of the Board during the months from September through May. Special meetings of the Board may be held at the discretion of the President or Board of Directors. Five (5) members of the Board shall constitute a quorum.

Section 2: A public demonstration featuring a topic of general interest to the arts community shall be presented for the general membership, usually monthly.

Section 3: An Annual Meeting shall be held, either late in the month of May or in early June, at a time and date to be determined by the Board of Directors. The slate of officers for the next year shall be announced at that meeting.

ARTICLE VIII – COMMITTEES

Section 1: The Board may establish or dissolve committees as deemed necessary for the business of the Association. The President shall appoint the Chair of any committee.

ARTICLE IX – AMENDMENTS

Section 1: Any portion of this Constitution and ByLaws may be amended or repealed at any meeting of the Association Board of Directors by three-fourths of the Directors present and voting, a printed copy of the amendment or the repeal having been sent to every Director at least ten days prior to the meeting.