Society of Decorative Painters -
393 N. McLean Blvd. Wichita, KS 67203-5968
Phone: (316 ) 269-9300 Fax: (316) 269-9191
Hours of Operation: 8:30 - 4:30 Central Time, Monday - Friday
Contact list with Emails and Office Phone Extensions
Society of Decorative Painters
ARTICLE I – NAME
The name of this non-profit organization shall be the National Society of Tole and Decorative Painters, Inc., doing business as the SOCIETY OF DECORATIVE PAINTERS and referred to herein as the SOCIETY.
ARTICLE II – PURPOSE
The purpose of the Society shall be to stimulate interest in and appreciation for decorative painting; to raise the quality of the art form; and to serve as a central dissemination point for information concerning decorative painting.
ARTICLE III – STRUCTURE
The structure of this organization shall be built of the relationships of Members, Chapters, Executive Committee, Board of Directors, with duties and powers as hereafter set forth.
ARTICLE IV – POWERS
The powers of this organization shall be to advance its objectives by issuance of charters to chapters; to incorporate as an association for benevolent, educational, fraternal or beneficial non-profit purposes if deemed advisable by the Board of Directors; to adopt emblem, seals and ritual; to publish newsletters or other publications; to employ legal counsel; to change the name if necessary; to establish dues and fees; and to do all things necessary to further the purposes and objectives of the National Society of Tole and Decorative Painters, Inc., in an efficient economical manner as decided upon by the Board of Directors.
ARTICLE V – MEMBERSHIP
Section 1. Classification
Section 2. Application and Obligations of Membership
Section 3. Resignation
Section 4. Censure and/or Expulsion
Members of any classification may be censured or expelled from membership by a two-thirds (2/3) vote of the total Board of Directors for non-payment of financial obligations, or failure to abide by the Bylaws, Standing Rules, and Code of Ethics of the Society. For any cause other than non-payment of financial obligations, removal shall occur only after the member complained against has been advised of the complaint against him/her and is given reasonable opportunity for defense. If a member is expelled such member may appeal the decision of the Board of Directors at the Annual Meeting of the Society, providing that notice of intent to appeal is filed in writing with the President no less than ten days in advance of the meeting.
Section 5. Reinstatement
A former member in good financial standing with the Society who has been expelled for Bylaws, rules or ethics violations may be reinstated with the approval of the Board of Directors. If such a member is in default on payments due to the Society, such payments, as well as current membership costs, must be met before he or she is reinstated. Former members expelled solely for non-payment of dues may be reinstated at any future date with the payment of current dues and all past due accounts.
ARTICLE VI – DUES
Section 1. Dues — Membership dues as outlined in the Standing Rules of the Society are payable annually.
ARTICLE VII – MEETINGS
ARTICLE VIII – OFFICERS, BOARD MEMBERS-AT-LARGE, APPOINTIVE OFFICERS
Section 1. Elected Officers—The elected officers of the Society shall be a President, Vice President/President Elect, Recording Secretary and Treasurer.
D. Removal—Any officer or Board member may be removed from such office with or without cause by a two-thirds (2/3) vote of the Board of Directors
E. Duties of Officers
Section 2. Board Members-at-Large
B. Qualifications for Office—Board Member-at-Large shall have been members in good standing of the Society for not less than three (3) years immediately preceding the time of election and shall normally be selected from geographically diverse areas of the membership make up.
Section 3. Appointive Officers
A. Authority—The appointive officers of the Society shall be those appointed for special duties of the Board of Directors as they deem necessary and may include a parliamentarian, historian and others.
B. Limitations—Appointive officers shall not be members of the Board of Directors but may be invited to attend Board meeting in an advisory capacity.
ARTICLE IX – NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee—There shall be a Nominating Committee composed of five (5) members who shall hold individual membership in the Society at the time of election or appointment; three (3) of whom shall be elected by the members at the Annual Meeting for a term of one (1) year; one (1) who is selected by and from the immediately preceding Nominating Committee; and one (1) who is appointed as Chairperson of the Committee by the President and approved by the Board of Directors.
A. Qualifications and Terms of Office
B. Duties of the Nominating Committee
C. Report of Nominating Committee
D. Vacancy—A vacancy on the Nominating Committee shall be filled by appointment of the President with the approval of the Board of Directors.
Section 2. Election of Officers, Board Members-at-Large and elected members of the Nominating Committee
D. Absentee Voting
E. Tellers Committee
ARTICLE X – BOARD OF DIRECTORS
Section 1. Composition—The Board of Directors shall be composed of the President, Vice-President/President Elect, Secretary, Treasurer, Immediate Past President, and the six (6) Board Members-at-Large. The Board of Directors shall meet on dates fixed by it or on call of the President.
Section 2. Authority and Responsibility—The governing body of this Society shall be the Board of Directors which shall have supervision, control and direction of the affairs of the Society, its committees and publications, shall determine its policies or changes therein; shall consider ethical matters referred to it by the Executive Committee; shall have the authority to establish all fees except dues, shall actively promote its objectives; shall adopt the budget; shall supervise disbursements of its funds and shall review all employment contracts.
Section 3. Committee Liaison—One (1) member of the Board of Directors shall be assigned by the President to chair, co-chair, or be a liaison member of each Standing Committee, except the Nominating Committee.
Section 4. Conference Telephone Meeting—Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone call, and participation in such a meeting shall constitute presence in person at such a meeting.
Section 5. Voting by Electronic Means—The Board of Directors may vote by FAX, telephone conference, or other electronic means.
Section 6. Indemnification—The Society shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Society, by reason of the fact that such person is or was a director, officer, employee or agent of the Society, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Society.
Section 7. Quorum—At any meeting of the Board of Directors, a majority shall constitute a quorum.
ARTICLE XI – EXECUTIVE COMMITTEE
Section 1. Composition—The Executive Committee shall be composed of the President, Vice-President/President Elect, Recording Secretary and Treasurer.
Section 2. Responsibility—The Executive Committee responsibilities shall include but not limited to:
A. Review and consider reports of possible breach of ethics by Society members prior to presentation to the Board.
B. Conduct the annual performance review of the Executive Director.
C. Provide assistance to the Board in fulfilling its fiduciary responsibilities relating to accounting, reporting reimbursement practices.
D. Make recommendation for appointment of independent certified public accountants and maintain a direct line of communication with these accountants.
Section 3. Authority —The Executive Committee shall have the authority to act between board meetings in place of the Board of Directors only in cases of such emergency that it is not possible to arrange a meeting of the Board of Directors by conference telephone call.
Section 4. Voting by Electronic Means. The Executive Committee may vote by FAX, telephone conference, or other electronic means.
Section 5. Quorum—Two-thirds (2/3) of the Executive Committee shall constitute a quorum at any duly called meeting.
ARTICLE XII – COMMITTEES
Section 1. Standing Committees—Standing Committees, shall include the Nominating, Awards, Business, Certification, Chapters, Education and Teachers Committees.
A. Standing Committees may be created by the Board of Directors as may be deemed necessary and shall be accountable to the Board of Directors.
B. Committees shall normally have a membership of five (5), one of whom shall be a member of the Board of Directors. The chairmen and committee members shall be selected by the Vice-President/President Elect (for service during that officer’s term of office as President) and shall be approved by the Board of Directors.
C. Committee chairmen shall normally have served on the same committee before appointment to the chairmanship and shall have been a member in good standing of the Society for not less than three (3) years. Members of the committee shall be members in good standing of the Society.
D. Committee members may serve no more than two (2) consecutive terms on the same committee, except a member may be eligible to serve a third consecutive term if named chairman of that committee.
E. Composition, duties, and responsibilities of Standing Committees shall be:
1. Awards Committee
b. There shall be not less than three (3) members of the committee who shall:
2. Business Committee
3. Certification Committee
b. A majority of the committee members shall be Certified.
d. The Certification Chairman shall:
4. Chapters Committee
a. The Education Committee shall review and recommend policy specific to educational programs and activities for the membership for approval by the Board of Directors. Responsibilities shall include but not be limited to:
6. Teachers Committee
Section 3. Approval of Committee Plans—Each Standing and Special Committee may present plans and budget requests for approval by the Board of Directors. No project shall be undertaken without such approval.
ARTICLE XIII – EXECUTIVE DIRECTOR
Section 1. Structural Responsibility—The Executive Director shall serve as a non-voting, ex-officio member of all standing committees of the Society with the exception of the Nominating and Awards Committees, and shall normally attend meetings of the Board of Directors and Executive Committee.
Section 2. Leadership Responsibility—Overall direction, coordination and implementation of the policies of the Society shall be provided by the Executive Director who shall seek opportunities to represent the membership in the interest of promoting the purpose of the Society.
Section 3. Policy Responsibility—The Executive Director shall provide information to the Board of Directors in order to assist it in keeping alert to changing needs and modifying its policies accordingly.
Section 4. Administrative Responsibility—The Executive Director shall be responsible for employing an administrative staff to adequately fulfill the duties of the Society office and shall be the authorized representative of the Society to sign contracts within the limits set by the Board of Directors.
Section 5. Financial Responsibility—The Executive Director shall be responsible for the collection of monies due the Society; for establishing proper accounting procedures for the handling of the Society’s funds; and for the safekeeping and investing of the funds as instructed by the Board of Directors.
Section 6. Limits of Responsibilities—The Executive Director shall act within the policies and guidelines of the Board of Directors, as well as the limitations of the Bylaws and Standing Rules of the Society and within the terms of the employment contract which shall be reviewed annually by the Executive Committee.
ARTICLE XIV – FINANCES
Section 1. Audit—The accounts of the Society shall be audited not less than annually by a certified public accountant who shall be recommended by the Executive Committee and appointed by the Board of Directors.
Section 2. Society Funds—The Board of Directors shall designate one financial institution which shall be the primary depository of Society funds and may establish limited purpose accounts as they deem necessary. Signature cards shall be executed by the President, Vice-President/President Elect, Treasurer, Executive Director, and a designated employee. The Board of Directors shall designate the amount over which two signatures are required for disbursements.
Section 3. Investments—The Board of Directors shall have full authority and responsibility to adopt an investment policy in keeping with the purpose of the Society.
Section 4. Budget—The Executive Director and the Executive Committee shall annually prepare the financial budget for adoption by the Board of Directors and for presentation to the membership in the official publication and at the Annual Meeting.
Section 5. Bond—All persons whose responsibility involves the handling of money shall be bonded in an amount determined by the Board of Directors.
Section 6. Reimbursement of Expenses—Members of the Board of Directors and others may be reimbursed for Society related expenses in accordance with the reimbursement policy adopted by the Board of Directors.
ARTICLE XV – CHAPTERS
Section 1. Affiliation—The Society may grant affiliation to chapters that comply with all requirements as set forth in Procedures for Chapter Affiliation.
Section 2. Membership Requirements—Chapters of the Society, shall be composed only of members of the Society.
Section 3. Limitation—Chapters shall be governed by the bylaws of the Society, the bylaws of the chapter and policies and procedures of the Board of Directors of the Society.
Section 4. Chapter Authority—Chapters shall have authority to elect officers and set forth chapter dues and fees.
Section 5. Withdrawal of Affiliation—The Board of Directors of the Society shall have the authority to withdraw affiliated chapter status from chapters who fail to comply with Section 3 of this Article.
ARTICLE XVI – TITLE AND EMBLEM
Title and emblem authorized by the Board of Directors may be used by all members in good standing. The emblem may be used at the discretion of the members to promote or stimulate interest in the art of decorative painting. The title and emblem shall not be used for pecuniary gain of the members of the Society.
ARTICLE XVII – POLICIES AND PROCEDURES
Policies and procedures not inconsistent with these bylaws, embodying additional provisions for the governance of the Society, may be adopted by the Board of Directors.
ARTICLE XVIII – PUBLICATIONS
Section 1. Official Publication—The official publication of the Society shall be The Decorative Painter and shall be the primary method of disseminating information concerning the activities of the Society.
Section 2. Other Publications—The Society may publish such other materials as authorized by the Board of Directors.
ARTICLE XIX – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the bylaws or standing rules of the Society.
ARTICLE XX – AMENDMENTS
These bylaws may be amended by a two-thirds (2/3) vote of the members present and eligible to vote at the Annual Meeting of the Society, subject to the following conditions:
Section 1. Proposed by Board of Directors—All proposed amendments shall have been printed in the official publication last distributed before the Annual Meeting and Convention.
ARTICLE XXI – DISSOLUTION
Upon any dissolution of the Society, its property and assets shall be distributed as follows:
Section 1. Society Obligations—All liabilities and obligations of the organization shall be paid, satisfied and discharged, or adequate provisions shall be made therefore.
Section 2. Society Assets—Assets held by the organization upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned , transferred or conveyed in accordance with such requirements.
Section 3 Remaining Assets—Any remaining assets shall be distributed to the Society of Decorative Painters Foundation or any other 501(c)(3) organization that shares the same or similar mission as the Society, as designated by the Board of Directors. All dues collected and other income of the Society must be used for the purpose of the Society and shall not inure to the benefit of any individual member.
With Approved Amendments 05/10