Until now, our association was registered in Sweden, because Charlotte Herczfeld, founder of the PGE and our first chair is a Swedish national. To stay registered in Sweden, at least one board member has to be a resident of Sweden. When Yvonne Jensen decided to leave the board in March, we had to re-register PGE in another country. After checking the association laws of several countries, we decided to re-register PGE in Finland; it is the least complicated and treasurer Annika Östmann is a Finnish resident. We have amended the bylaws in accordance with the Finnish association act. Thank you, Annika, for the huge amount of work you've done!
Statutes/Bylaws of the Pastel Guild of Europe
ARTICLE I NAME AND PURPOSE
Section 1 Name: The name of the organization is The Pastel Guild of Europe. It is a non-profit organization.
Section 2 Seat: The association is based in Vaasa, Finland. The activity field is all European countries.
Section 3 Purpose: The Pastel Guild of Europe, hereafter called PGE, is organized exclusively for a common purpose; to strengthen connections and friendships between artists across Europe. To inform, enjoy and delight in the beautiful artist’s medium of pastels, and to be a support and resource for artists and groups of artists. To educate the public in appreciation of art and encourage their participation in art, and especially in pastel techniques.
ARTICLE II MEMBERSHIP
Section 1 Eligibility for membership: Application for membership shall be open primarily to residents in Europe who support the purpose statement in Article I, Section 3. Membership is granted after completion and receipt of a membership application and annual dues. The Board may grant a lifetime honorable membership to a member; this is a free membership.
Section 2 Annual fees: The annual fees are decided by the membership at the Annual General Meeting (AGM). Continued membership is contingent upon being up-to-date on membership fees.
Section 3 Rights of members: Each member has one vote and shall be entitled to use their vote in elections.
Section 4 Resignation and termination: Any member may resign by filing a written resignation with the board. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. Membership can be terminated by a majority vote of the Board. Membership is considered terminated when the yearly fee has remained unpaid for 3 months.
ARTICLE III MEETINGS OF MEMBERS
Section 1 Regular meetings: The chair regularly convenes board meetings. Regular meetings of the members shall be held at a time and place designated by the Chair
Section 2 Annual meetings: An Annual General Meeting (AGM) of the members shall take place in February or March; the specific date, time and location of which will be designated by the board. Due to geographical distances, AGMs may be held online, in a proper venue or by phone. If the whole discussion can be saved to a computer file in written or in audio form, it shall be so saved. At the AGM the members shall
- Choose a chair and a secretary of the meeting, a person to check the minutes and a person who counts the votes
- constitute a quorum
- receive reports on the activities of the association and it’s finances
- determine the Financial Statements and discharge the treasurer and the Board
- decide on the annual fees
- determine the direction and the budget of the association for the coming year
- elect the board, as specified in ARTICLE IV
- choose two members who will act as operations inspectors
Section 3 Extraordinary meetings: Extraordinary meetings may be called by the Chair, the Executive Committee, or a simple majority of the Board. A petition signed by 10 percent of members may also call an extraordinary meeting.
Section 4 Notice of meetings: Written notice of the Annual General Meeting shall be given to each voting member, by e-mail, not less than two weeks prior to the meeting.
Section 5 Voting: All issues to be voted on at the AGM shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV BOARD OF DIRECTORS
Section 1 Board role, size, and compensation: The Board of Directors (hereafter called the Board) shall consist of a maximum 10, but no fewer than four directors. All Board members/officers must be residents of Europe. The Board receives no compensation other than reasonable expenses.
Section 2 Terms: The Chair shall serve one-year terms. All other Board members shall serve two-year terms.
Section 3 Meetings and notice: The Board will meet at least quarterly, at an agreed time and place. Board meetings can be in a physical location where members will be present in person, but mostly via the internet or by a conference phone call. An official Board meeting requires that each Board member have written notice a minimum of one week in advance.
Section 4 Election procedures:Any voting PGE member can nominate a candidate for the board. Elections will be held such that ca 50% of the Board, plus vacant posts are elected on alternate years.
A list of candidates, including the Chair and treasurer nominations will be made available to PGE members a minimum of two weeks before the AGM.
Section 5 Board elections: Directors shall be elected or re-elected by a simple majority of PGE members present at the annual meeting.
The Chair and treasurer shall be named at the AGM. All other positions within the Board shall be decided at the constitutive meeting. Each nominated candidate must be available to take an active part in the Board immediately upon election.
All PGE members are eligible to transfer their voting rights to a nominated representative provided this is done in writing.
Section 6 Quorum: A Board meeting must be attended by a quorum of at least forty percent of Board members for business transactions to take place and motions to be passed.
Section 7 Officers and Duties: At a minimum the Board will consist of four officers, comprising a Chair, vice-Chair, secretary and treasurer. Because the association is based in Finland, one of the board members must be a resident of Finland. If there is no resident of Finland on the Board, the PGE must be re-registered in another relevant country.
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-Chair, secretary, treasurer. In case of a tied vote, the Chair shall have the casting vote.
The vice-Chair shall also have a specific area of responsibility, to be defined by the Board.
The secretary shall be responsible for the taking of minutes at all Board meetings and the AGM, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that records are maintained.
The treasurer will present a fiscal report at each Board meeting and prepare an annual budget report for the AGM. The accounting period shall be one year. The treasurer shall chair the finance committee, help develop fundraising plans, and make financial information available to Board members and the public.
The responsibilities of other directors will be decided at by the Board at its inauguration meeting.
Section 8 Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Board. A Board member will be terminated from the Board due to excess absences, or more than two unexcused absences from Board meetings in a year.
Section 9 Special meetings: Special meetings of the Board shall be called upon the request of the Chair, or one-third of the Board. Notice of special meetings shall be sent out by the secretary to each Board member a minimum of two weeks in advance.
ARTICLE V COMMITTEES
Section 1 Committee formation: The Board may create committees as needed, such as fundraising, exhibitions, public relations, data collection, etc. The Board Chair appoints all committee Chairs.
Section 2 Executive Committee: The Chair, vice Chair, secretary, and treasurer serve as the members of the Executive Committee.
Section 3 Finance Committee: The treasurer is the Chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board.
The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.
Article VI AUDIT
During the AGM, the PGE members shall choose two members who will act as operations inspectors. They will inspect the finances and the administration of the association to the extent required by the association’s operations and submit an operations inspector's report, in writing, to the following AGM.
ARTICLE VII CHARITY
The PGE Board has the right to decide to donate money to charity.
ARTICLE VIII AMENDMENTS
Section 1 Amendments: These bylaws may be amended when necessary by two-thirds majority of the Board.
Proposed amendments must be submitted to the Board to be sent out with regular Board announcements.
ARTICLE IX TERMINATION
Section 1: If the PGE would dissolve and cease activity, the Board will decide how to deal with possible funds.
ARTICLE X Signature
The name of the Pastel Guild of Europe will be signed by the Chair, vice Chair or the Treasurer.