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Old 03-09-2011, 01:56 PM
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lorna12 lorna12 is offline
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Exclamation ISSA Bylaws Draft

Cathy and I, along with help from Patrick, Diana and Rich have been working on the bylaws of ISSA (International Society of Scratchboard Artists) over the last several months. After umpteen drafts, we've come to the point where we would like to hear from people here. Everyone interested in the formation of this society is invited to read this over and give us some feedback. Though we think this draft is fairly complete, we are definitely open to ideas and more importantly, did we leave anything out??

Mission, Policies & Bylaws Draft March 2011

MISSION STATEMENT:
The goals of the ISSA are to promote interest in and excellence of Scratchboard Art as a fine art medium through quality exhibitions. The society also strives to educate and expand the publics, art communities, and membership’s knowledge of this medium through exhibition opportunities, workshops, and educational programs beneficial to artists and the public.

ARTICLE I:
NAME
The name of this organization shall be “International Society of Scratchboard Artists”, a not for profit educational organization.

International Society of Scratchboard Artists will hereafter be referred to as ISSA in these by-laws.

PURPOSE
The purpose of this organization is to promote interest in and excellence of Scratchboard Art as a fine art medium through national exhibitions and to encourage education in this form of fine art.

Education and promotion of this medium as fine art to the public, art communities (not limited to galleries, national exhibitions, artists) and membership of ISSA.

ARTICLE II:
MEMBERSHIP
There shall be six (6) categories of membership:

ASSOCIATE MEMBERS :
Any individual who is interested in the aims and purpose of this organization and who pays the annual dues may become a member. This is entry level for scratchboard artists who wish learn and hone their skills, with the eventual aim of becoming an Active, Signature And/or Master member. This level of membership is not juried. Associate members may hold office, and may vote in the official business of the organization. They may not submit work for juried ISSA shows, but may attend workshops and other association organized events.

ACTIVE MEMBERS:
Any artist who has submitted seven (7) works of art for jury by 3 MSA and been approved. An Active member will pay annual dues, may hold office and vote in the official business of the organization. They may submit work for jury for ISSA’s annual exhibition and attend all association events. An Active member may have the eventual goal of becoming a Signature member.

SIGNATURE MEMBERS:
SSA: (Signature Scratchboard Artist) Open to anyone who has advanced scratchboard skills and has submitted seven (7) works of art for jury by 3 MSA and been approved. They may use the designation SSA after their name. They will pay annual dues, may hold office and vote in the official business of the organization. They may submit work for jury to the ISSA annual exhibition and attend all association events. Their eventual goal may be to become a MSA.

MASTER MEMBERS:
MSA: (Master Scratchboard Artist) These are members who have excelled and work at the highest levels of Scratchboard Art. Members must have distinguished themselves and the quality of their work through any or all of the following: national and/or International exhibition history/awards, (or other equally recognized shows or competitions), gallery representation, or may have been published, etc. To be considered for this level, artists must submit a portfolio of 10 works as well as a biography listing achievements to be juried by a panel of 3 existing MSA Members. Members must be current in paying dues. Upon approval, they will become jurors and will no longer be required to be juried into ISSA annual exhibitions. They will continue to pay annual dues.

HONORARY MEMBERS: For persons who have worked selflessly to promote the goals of the ISSA; who may or may not be artists. Upon recommendation of the Board of Directors, Honorary Membership may be conferred through a majority vote during any regular Board of Directors meeting. Honorary Members are exempt from the payment of dues. They may vote at general membership meetings and attend all association events. They qualify to participate in an advisory capacity. Such membership may continue from year to year at the will of the Board of Directors. Honorary members may submit work to ISSA shows at no cost, but are subject to jurying.

SUPPORTING MEMBERS: is for individuals or organizations that wish to belong to and support ISSA with a financial contribution. They will receive newsletters, catalogs, and invitations but are not eligible to enter shows. Supporting members are exempt from the payment of dues. They may not vote at general membership meetings and cannot hold office in this organization. They qualify to participate in an advisory capacity and will be invited to attend show event openings. They are recognized for their commitment in the literature of ISSA. Their supporting membership will continue for one calendar year.
Angel: Donations of $40 to $59
Friend: Donation of $60.00 to $499.00
Patron: Donation of $500.00 to $2,499.00
Benefactor: Donation of $2,500.00 or more
Donations of $1500 or more will have an award(s) named for the person/organization making the donation given out at at the ISSA Annual Juried Exhibition.
Associate, Active, Signature or Master members, who wish to provide additional support to the organization over and above the required annual dues beginning at $40 or more, will also be recognized as a supporting member. They are recognized for their commitment in the literature of ISSA.

MEMBERSHIP LISTS
The Membership Lists of the Society are for the personal use of the individual members and officers. The names, addresses and other information which may be contained in these lists is privileged information and may not be provided to outside interests, commercial or private. The Board may, at its discretion, waive by specific motion, the above ruling.

ARTICLE III:
DUES
Dues shall be derived on an annual basis by the board.
Changes of more than 10% from the previous rate must be brought before the membership and passed with a 2/3 vote.
The dues shall be used exclusively for the promotion of the organization and the payment of its bills.

Section 1
The fiscal year shall be from January first (1st) through December thirty-first (31st).
Section 2
Members not paying their dues by January 31 will be sent a reminder. If not paid by the end of February membership shall be revoked. Active, Signature and Master members are given an additional month grace period in which if membership is renewed they will not have to submit to jurying again. If membership is not renewed by March 31 of that year the individual shall be required to resubmit to the jurying process in order to regain their membership status.
Section 3
Any Active, Signature, or Master member can request a one time only leave of absence (LOA). This request must be submitted in writing to the board. This would allow the individual to not pay dues for up to, but not exceeding, two years and retain their status the following year. The member would not be eligible for exhibitions or other society organized events during their LOA.

ARTICLE IV:
BOARD OF DIRECTORS
The Board of Directors shall be the personification of the WILL of the organization. The President, with the assistance and cooperation of all officers, shall be the carrier of that will.

Section 1
The Board of Directors shall consist of seven (7) members, including President, Vice President, Secretary, Treasurer, and Exhibition Coordinator and two members at-large. The number of directors may be increased or decreased from time to time by resolution of the Board.
Section 2
The Board of Directors shall be the governing body of the organization, and shall make the rules for its government and define the duties of its officers within the guidelines of these BY-LAWS.
Section 3
The Board of Directors shall control the funds of the organization and shall act as trustee for any special funds entrusted to the organization.
Section 4
The Board of Directors shall by a majority vote of those present at a regular Board meeting or a special meeting of the Board called for that purpose, appoint a temporary replacement to fill any vacancy among the members of the Board. The person so appointed shall hold office until the next annual election of the Board and until his or her successor is elected and qualified.
Section 5
The Board and Directors (in addition to the above general powers) shall have the following special powers:
A. To fix and enforce penalties for the violations of the BY-LAWS and rule in cases where none are fixed by the BY-LAWS or
B. To fix and enforce penalties for the violations of the policies and rules in cases where none are fixed by the policies or
C. To remove by a resolution passed by a vote of no less than two-thirds (2/3) of the members of the Board, any committee, either standing or special, or any member thereof, or any officer or member of the Board who fails to attend to their duties under these BY¬LAWS or for conduct deemed contrary to the aims of ISSA.
Section 6
Regular meetings of the Board shall be held quarterly, unless otherwise provided by the Board of Directors. These meetings may be in person, or by video, telephone, or Internet based conferencing as designated by the Board.
Section 7
Special meetings of the Board may be called by the President or two-thirds (2/3) of the Board of Directors. Two (2) of whom shall be the President or Vice President and another officer.
Section 8
Board Members or members in general shall not be held responsible for any fraud or embezzlement perpetrated by any member and/or treasurer of the society.

ARTICLE V:
OFFICERS
All officers shall be the carriers of the WILL of the Board of Directors of the organization.

PRESIDENT: The President of ISSA shall preside at all meetings of the Board of Directors and at all other meetings of the organization and shall have power to appoint committees with the concurrence of the Board.

VICE PRESIDENT: It shall be the duty of the Vice President to perform all the duties of the President in the absence of that officer. The Vice President shall also work in a public relations capacity.

SECRETARY: It shall be the duty of the Secretary to attend all meetings of the organization and the Board of Directors and to keep records of the proceedings. In the absence of the Secretary, an Acting Secretary shall be the custodian of the Seal of the Organization and its records. The books and papers of the organization shall, at all times, be open for inspection to members of the organization. The Secretary shall keep a roll of all members and shall summon the members of the organization and the Board of Directors to all meetings. The Secretary shall conduct correspondence and transact any other business that may be required by the Board, with such assistance as the Board shall provide.

TREASURER: The Treasurer shall receive and hold all moneys and securities belonging to, or receivable by the organization, and pay them out in such manner as shall be designated by the Board of Directors. The Treasurer shall, at the annual meeting of the organization, submit a statement of the receipts and disbursement for the preceding fiscal year, and shall perform such other duties as may, from time to time, be prescribed by the Board. All checks of the ISSA must be signed by the Treasurer and at least one additional Board member.

The Treasurer shall, if so directed by the Board of Directors, at the expense of the organization, obtain a bond from a responsible surety company, as surety of the faithful discharge of the Treasurer’s duties. All funds shall be in the name of the organization in such depositories as the Board shall direct. If in the judgment of the Board there are funds in such account or accounts in excess of the needs for operating purposes such surplus funds may be invested in such manner as may be directed by the Board.

The Treasurer shall make a quarterly report to the Board of Directors showing the financial condition of the organization, and shall make an annual report at the last meeting before the annual meeting to the board. The Treasurer will then present the annual report at the general membership meeting. A copy of the annual financial report shall be made available to the membership at the annual meeting.

No officer, member of the Board or member of the organization shall have power to make any obligation binding the organization to payment of any sum of money whatsoever without approval of the executive committee. The executive committee shall establish guidelines for the approval of expenses. All expenses over $700 must be brought before the general membership and approved by a 2/3 majority vote.

EXHIBITION COORDINATOR: The job of the exhibition coordinator is to oversee a group of committees that would be in charge of organizing the annual exhibition. Those committee responsibilities would include finding and securing a venue, sending membership the prospectus for the event, securing awards, notifying national publications, and advertising for the event.


ARTICLE VI:
MEETINGS
General membership meetings of ISSA shall be held once a year to coincide with the National Exhibition. Time and location shall be identified at least 30 days before the meeting.

ARTICLE VII:
NOMINATIONS AND ELECTIONS

Section 1
Ninety (90) days before the annual meeting, the Board shall appoint a nominating committee of three (3) members of the Board. Any member in good standing may nominate an Associate, Active, Signature or Master Member for the Board of Directors by submitting his or her name to the nominating committee. The nominating committee will be responsible for interviewing proposed candidates to ascertain: (1.) Their commitment to the aims of ISSA (2.) Their willingness to serve on the board (3.) Their commitment to attend at least half of the Board meetings. The nominating committee shall submit their recommendations to the Board for final review.
Section 2
The Board shall provide a list of candidates to the membership at least three weeks before the annual meeting.
Section 3
Voting may be done via mail or electronically. The individuals with the most votes shall be selected.
Section 4
Directors and officers shall serve for a one year period with their term starting the first day of the calendar year.
Section 5
Each director and committee chair is responsible for keeping a written record of their term, as well as all notes, properties and monies associated with that office. These shall be presented to the office’s successor.

ARTICLE VIII:
REMOVAL, RESIGNATION, AND VACANCIES OF DIRECTORS
A director may be removed for cause by the members by a two-thirds vote at a meeting at which a quorum is present. A director may resign at any time by giving written notice of resignation to PAG. Board vacancies may be filled for the unexpired term of the director who was removed or has resigned by a majority vote of the members.

ARTICLE IX:
COMMITTEES
The President shall appoint, subject to the approval of the Board of Directors, such committees as are deemed necessary to conduct the business of the organization. These committees may consist of members of the Board or members at large.

ARTICLE X:
EXHIBITIONS AND SHOWS
There shall be at least one International show annually and as many regional shows as may from time to time be determined by the Board to be practicable giving considerations to fiscal, geographic and demographic factors, and the availability of host galleries, museums and other appropriate venues.

A. INTERNATIONAL SHOWS
Any Active, Signature, or Master member in good standing may enter the annual show. A three (3) person jurying committee of MSA members shall evaluate entries of Active and SSA members for inclusion. MSA members do not have to be juried into the show.

B. REGIONAL SHOWS
Regional shows are limited to Active members in the region and to Signature or Master Members of any region. A three (3) person jurying committee of MSA members shall evaluate entries of Active and SSA members. MSA members do not have to be juried into the regional show.

ARTICLE XI:
JURYING OF MEMBERSHIP
Section 1
The Jury of Selection for Active, SSA and MSA Membership status shall be elected annually by the membership and shall serve for one year. Only Master Members may serve on the Jury of Selection. From a list of available candidates on the ballot, the three (3) candidates receiving the largest number of votes shall be designated the three (3) member Jury of Selection for that year.
Section 2
The three candidates receiving the next greatest number of votes will be designated as Alternate Jurors, to be called to duty only in the absence of a designated Juror of Selection.
Section 3
No MSA Member may serve on the Jury of Selection more than once in a period of three (3) years. This restriction applies only to those Jurors (including Alternates) who actually serve as members of the Jury of Selection for the membership.
Section 4
Jurying of membership will be completed using digital images provided by the applying member.

ARTICLE XII:
AMENDMENTS
Section 1
Any Signature or Master member in good standing may propose a change to the bylaws. The proposal shall be made in writing, shall state the reasons for and the purposes of the proposed amendment and shall set forth the proposed amendment in the specific language to be used if it is adopted. The Article or the Section to be amended shall be designated.
Section 2
Proposals to amend initiated by a Signature or Master Member shall be received by the Board of Directors not less than sixty (60) days prior to the Annual Business Meeting. The Board shall, not later than fifteen (15) days prior to the Annual Business Meeting, advise the Membership in writing of the proposed amendment(s), including arguments pro and con.
Section 3
Discussion of the proposed amendment(s) shall be included in the agenda of the Annual Business Meeting. Minor changes in the wording of the proposed amendment(s) may be made at that time if acceptable to the initiator.
Section 4
The amendments in the final form shall be included on the ballot sent to the membership following the Annual Business Meeting. An affirmative vote to amend by two-thirds (2/3) of the Signature and Master Members responding and returning the ballot shall be required for passage.
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Last edited by Crias : 03-10-2011 at 11:22 AM.
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Old 03-09-2011, 02:36 PM
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emilycolors emilycolors is offline
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Re: ISSA Bylaws Draft

It looks pretty good! You have put a lot of work into this!
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Old 03-09-2011, 02:59 PM
Rodman Rodman is offline
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Re: ISSA Bylaws Draft

Outstanding ... I wouldn't trust my word but it looks great to me.
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Old 03-09-2011, 03:03 PM
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Re: ISSA Bylaws Draft

Wow, is that ever thorough!! Looks to me like everything is covered. Like Rod though, I am no expert.

Thanks to all those who put in the hard work to get this started.
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Old 03-09-2011, 03:10 PM
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Re: ISSA Bylaws Draft

This looks good and reads really well. Great job...
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Old 03-09-2011, 03:13 PM
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Re: ISSA Bylaws Draft

I cannot imagine anything not being covered. I am awed. Sheba says "excellent!" One ? Article IV, Section 5, B...is it supposed to end with "or" or did something get dropped by accident?

Also - double thank you! Now I am nervous about it
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Old 03-09-2011, 03:21 PM
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Re: ISSA Bylaws Draft

Nervous... no kidding! I'm totally on the low end of the totem pole! I'll be lucky to make it to the "active member" status! Hopefully I'll have the extra scratch $$ (ha, ha!) to pay the dues.

Eeeeee.
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Old 03-09-2011, 03:27 PM
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lorna12 lorna12 is offline
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Re: ISSA Bylaws Draft

Quote:
Originally Posted by Celticelf
Article IV, Section 5, B...is it supposed to end with "or" or did something get dropped by accident?

ooops...I think this got accidentally dropped...thanks for pointing it out, Terri. Maybe Cathy can wave her magic Mod wand and put this where it belongs.

"C. To remove by a resolution passed by a vote of no less than two-thirds (2/3) of the members of the Board, any committee, either standing or special, or any member thereof, or any officer or member of the Board who fails to attend to their duties under these BY-¬LAWS or for conduct deemed contrary to the aims of ISSA. "
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Old 03-09-2011, 03:36 PM
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Re: ISSA Bylaws Draft

Brett!!!!!...I can't believe you missed that!!!! Where were you when we needed you? come on man....join the team, come in for the big win....all we needed you to do was proof read it...and you missed what Terri found? come on!! That might very well be conduct deemed contary to the aims of ISSA!... I'm just say'n
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Old 03-09-2011, 03:43 PM
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Re: ISSA Bylaws Draft

Quote:
Brett!!!!!...I can't believe you missed that!!!! Where were you when we needed you? come on man....join the team, come in for the big win....all we needed you to do was proof read it...and you missed what Terri found? come on!! That might very well be conduct deemed contary to the aims of ISSA!... I'm just say'n

Sorry guys.

Looks like we will have to add another category below Associate member for me. Hopefully one day I can work my way back up to Associate.
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Old 03-09-2011, 03:43 PM
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Re: ISSA Bylaws Draft

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Old 03-09-2011, 04:07 PM
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Re: ISSA Bylaws Draft

I like it. Did you mention what the dues will be? And if a person submits work for an active membership but maybe actually could be signature worthy will they automatically be given the higher status or do you have to re-submit for that. I'm assuming if someone applies for a level too high that they will be given what the jury deems appropriate?
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Old 03-09-2011, 04:23 PM
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Harry Seymour Harry Seymour is offline
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Re: ISSA Bylaws Draft

Great By-Laws and the drafters are to be commended.
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Old 03-09-2011, 04:34 PM
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Diane Cutter Diane Cutter is offline
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Re: ISSA Bylaws Draft

I went over it quite thoroughly. It reads well, is clear, and is flexible for future growth.

Marcia... Having been active in the formative stages of another art organization, I think the drafters wise not to have specific figures for dues posted in the By-laws... not because ISSA wants to be mysterious but because with inflation a by-law that states a specific amount is ham-strung if the $$ becomes less valuable. It would need an amendment to up dues and, from the outline of the amendment process, that could be lengthy and cumbersome. And since the organization is subject to the 'will' of the membership, I think we can expect the Board to set dues at reasonable amounts.

I'm thrilled with all the hard work I see here...

Diane
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Old 03-09-2011, 05:04 PM
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Re: ISSA Bylaws Draft

Marcia...I don't believe we've settled on an amount for dues yet...As Diane mentioned...we discussed putting the dues amount into the bylaws but decided not to because, should the society want to change the amount in the future it would entail making amendments to the bylaws, each time.

And if a person submits work for an active membership but maybe actually could be signature worthy will they automatically be given the higher status or do you have to re-submit for that. I'm assuming if someone applies for a level too high that they will be given what the jury deems appropriate?

This is just me talking...others can weigh in with their opinions. I believe as part a of the growth process, an artist must also have the confidence in themselves and their work, to apply for the level they feel they best belong. Jurying is a tough enough duty ... to also have to decide FOR an artist doesn't seem proper to me. If an artist is really not sure, there is no reason why they couldn't ask for a little help in deciding what to apply for.

I know this is the way it has been done in the Canadian groups I belong to...a person applies for the level they deem best for them and they are either accepted or declined...period. I have no knowledge of what happens in other countries' groups. It certainly doesn't hinge on me or my opinion, so I'm open to hearing other ideas.
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