Prior Bylaws

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Windward Artists Guild
As Amended August 2, 2014

 Article I


The name of this organization shall be Windward Artists Guild.


Article II


The object of this organization shall be to stimulate interest in art throughout Hawaii.

Article III

Membership and dues

Section 1. Membership in the Windward Artists Guild shall be open to all persons interested in art.

Section 2. Membership in this organization shall consist of Resident. Honorary. Non-resident and Student members.

Section 3. An active member is one who pays dues as required by these by-Laws. A payment of dues entitles a member to all rights and privileges of the organization and an interest in the management of assets of said organization.

Section 4. Honorary membership in the organization may be conferred by recommendation of the Board and ratification by the membership. Honorary members have the right to attend general meetings. to enter membership exhibits. and to speak. but not to make motions. to vote or hold office.

Section 5. Active members in good standing who have moved from the State of Hawaii may become nonresident members by continuing to pay their annual dues which entitles them to attend meetings. to enter membership exhibits and to speak. to make motions. and to vote.

Section 6. Student members must be full time students. Student members have the right to attend general meetings. to enter membership exhibits. and to speak. but not to make motions. to vote. or to hold office.

Section 7. The amount of the annual dues shall be set by the Board of Directors. Payment of such dues shall be made within one month of the anniversary of the previous year’s payment Any member whose dues are delinquent shall have their name removed from the membership roll of the organization, with all membership entitlements suspended.

Article IV


Section 1. The elective officers of this organization shall be: a President, a First Vice-President, a Second Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. The elected officers shall constitute the Executive Board.

Section 2. The appointive officers of this organization shall be an Education Coordinator, Hospitality Chair, Webmaster, and Publicity Chair. The elected officers and the appointed officers shall constitute the Board of Directors.

Section 3. In the event of the death, resignation, incapacity, or absence of the President, the First Vice President shall assume the duties of the President, including the signing of checks and/or other necessary papers. In the event of any vacancy in any other office, the position shall be filled by appointment by the President, subject to ratification by the Board.

Section 4. Non-attendance of an officer for three consecutive Board and General meetings without adequate excuse given to the presiding officer shall cause that member to be automatically removed from the Board and the vacant position shall filled by appointment by the President, subject to ratification by the Board.

Section 5. The board of Directors shall transact the business of the organization, authorize payment out of the treasury of all current expenses and shall have general supervision of the affairs of the organization between its meetings and shall perform such duties as may otherwise be set forth in these by-Laws.

Article V

Duties of the officers

Section 1. The President shall preside at all meetings of the organization and shall select, with the advice and consent of the Executive Board, all appointed officers and special committee chairpersons. The President shall perform such duties as pertain to the office, and shall be an ex-officio member of all committees except the nominating committee.

Section l. A. The Vice-Presidents in order of their rank shall assume the duties of the President in the absence of the President

Section l. B. The First Vice-President shall serve as Exhibits Chairman.

Section l. C. The Second Vice-President shall be Chairman of the Membership Committee, keep the organization roster current, notify members of the dates dues will be delinquent, issue a copy of the By-Laws, and prepare membership lists for distribution.

Section 3. The Recording Secretary shall keep a correct record of the proceedings of all meetings of the organization and keep attendance records of the Board at all of their meetings.

Section 4. The Corresponding Secretary shall write letters to prospective sponsors for awards for the exhibitions and any other correspondence needed at the direction of the board.

Section 5: Treasurer shall be the custodian of all the funds of the organization, giving receipts for all money received, and shall deposit monies in the name of the organization. The Treasurer shall sign all checks for the payment of bills approved and ordered by action of the Board of Directors, shall keep an accurate account of all financial transactions, and submit a quarterly statement to the.Board of Directors.

Section 6. The Publicity Chairman shall be the WAG contact with the news sources in publicizing WAG activities. All news materials shall be cleared through the Publicity Chairman before publication.

Section 7. The Education Coordinator shall arrange for at least two workshops and two demonstrations during a calendar year. He/she will send out annual letter to Windward School principals offering WAG grants to art teachers, review the applications and submit to the board for approval.

Section 8. The Hospitality Chair shall organize any parties approved by the board of directors. This person shall organize hospitality for the annual meeting, for exhibit receptions, and for any other called special meetings. Plans will submitted to the Board of Directors for approval.

Section 9. The Webmaster shall maintain the organization website and Facebook presence for the organization.

Article VI


Section 1. The general meetings of this organization shall be held at the discretion of the Board of Directors.

Section 2. The Board of Directors meetings shall be held quarterly at a time and place to be determined by the Board. The Board is authorized to conduct meetings by email or teleconferencing.

Section 3. A quorum of the Board shall be one half of the total members of the Board, plus one member. Whenever an elective or appointive officer (other than the president) is temporarily unable to perform the duties of such office. the president may appoint an acting officer for the period of the temporary vacancy. In the absence of a quorum, the meeting shall be adjourned.

Section 4. Special meetings of the organization may be called by the President, or at a written request often members.

Section 5. One-tenth of the membership shall constitute a quorum at any general or special meeting. A simple majority of the members present and voting is required to pass any motion.

Section 6. The annual general meeting shall each year at which time all annual reports shall be presented.

Section 7. Voting by members may be by proxy or email in such form and by such methods as the Board of Directors may specify from time to time.


Article VII


Section 1.  All officers shall be elected for a term of two years. The terms of the officers shall be staggered so that one-half of the board is elected each year.

Section 2. In March of each year, the President will appoint a Nominating Committee of two members. This committee will present a slate of officers to the Board at the April meeting. All nominees must have given prior consent for their nomination. Election of officers will be held at the Annual General meeting.

Section 3. Election of officers may be held by email. The names of all candidates for office will be sent out by email. A plurality of the votes cast will constitute the election.

Section 4. Officers shall take up the duties of office on the first day after the annual meeting at which they are elected. For purposes of budgeting and financial reporting, the calendar year, January 1 to December 31, shall be the fiscal year.

Article VIII


These By-Laws may be amended at any time by email approval after being previously submitted to the membership.

Standing Rules

 1. Plans of committees requiring the support of the organization shall be approved by the Board of Directors and/or the organization before being publicized.

2. Officers and Committee chairmen shall submit an annual report to the Board of Directors at each quarterly meeting with copies to the President, Recording Secretary.