West Suburban Art Society is an Illinois 501 (c)(3) non-profit corporation.

WSAS Policies and Procedures

The board shall review Policies and Regulations annually at its first meeting after July 1.

1.     Members may bring additional guests to lectures for a fee of $5 per guest per lecture
2.     There shall be no refunds for events.

3.     If an organization member has paid for an event and cannot attend, another member or guest of a member may take that place. However, that place shall be paid for by the original registrant’s check previously received.
4. WSAS will comply with federal, state, and local Covid protocol as it relates to masking, social distancing, and capacity. WSAS will update its protocol as needed. Members will be advised of any changes in protocol.

WSAS Bylaws

Revised February 20, 2024

ARTICLE I – NAME
The name of the organization shall be the West Suburban Art Society, Inc.

ARTICLE II – PURPOSE
West Suburban Art Society (WSAS) is dedicated exclusively to providing opportunities and experiences to members of our community in arts education by participating in the arts of all media and by encouraging and promoting adult education in the fine arts. WSAS is a non-profit corporation under Internal Revenue Code (IRC) Section 501(c)(3).

ARTICLE III – MEMBERS
Section 1 Adults who desire an educational and social opportunity to expand their knowledge of art in all media.

Section 2 Dues shall be established annually by the Board.

Section 3 The program year shall be September 1 to August 31.

ARTICLE IV – OFFICERS
The officers shall be president, vice president, secretary, and treasurer. The officer positions may be shared as in co-president, co-vice president, co-secretary, and co-treasurer. In the event of a shared position, the position shall have one vote.

Section 1 President – The president shall prepare for distribution of the agenda prior to all meetings, preside over business meetings of the organization and board, serve as primary contact for the organization, represent the organization at meetings outside the organization, appoint committee chairs except nomination committee chair, serve as an ex officio member of all committees (except the nominating committee), and coordinate the work of all the officers and committees so that the purpose of the organization is served. The president shall file the annual report to the State of Illinois. The president will sign all venue contracts.

Section 2 Vice President – The vice president shall assist the president and carry out the president’s duties in his/her absence or inability to serve. The vice president shall oversee the nominating committee and the audit committee.

Section 3 Secretary – The secretary shall keep all records of the organization, take and record minutes and distribute them to board members in a timely fashion, handle correspondence, and send notices of meetings to the membership. The secretary shall handle or delegate all necessary government filings, keep a copy of all minutes, bylaws, rules, membership list and any other necessary supplies.

Section 4 Treasurer – The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the board. The treasurer shall present a financial statement at every meeting and at other times of the year when requested by the board, and make a full report at the end of the year for all necessary government requirements. The treasurer shall file the state and federal tax returns.

ARTICLE V – ELECTIONS
Section 1 Elections shall be held in May at the annual membership meeting and officers shall assume their duties on July 1.

A. The nominating committee shall be appointed by board members other than the president and approved by the board no later than December 15. The committee shall consist of at least three and no more than five members, including at least two who are not currently on the board. The committee chair shall be from the board. The nominating committee shall select at least one candidate for each office and present the slate to the board one month prior to the election.

B. At the annual May membership meeting, nominations may also be made from the floor. Voting shall be by voice vote unless more than one candidate per office is nominated. In that case a ballot vote shall be taken. A simple majority of those members present is needed.

Section 2 Officers shall be elected by the membership for 2-year terms. Each person elected may hold only one office at a time.

Section 3 If there is a vacancy in the office of president, the vice president shall assume the duties of the president. At the next regularly scheduled board meeting, an interim president shall be appointed by the board. Any other officer and standing committee chair vacancies shall be filled by the board.

Section 4 Officers may be removed from office with or without cause with a two-thirds vote of those present at a regular board meeting when previous notice has been given.

ARTICLE VI – BOARD
Section 1 The board shall consist of the officers, standing committee chairs or co-chairs, and ex officio past presidents. Ex-Officio non-voting members of the board shall be the immediate past president and any past board members appointed as advisors by the president because of their special experiences and ability to contribute.

Section 2 The executive committee shall be composed of the officers and the immediate past chairman for the purpose of resolving issues that occur between meetings.  All actions of the executive committee shall be reported to and, if necessary, ratified by the board.  If the immediate past president is unable to serve, another past president shall be asked to serve in her place.

Section 3 The duties of the board shall be to transact the business of the organization, create policies and procedures, create and oversee committees, prepare and approve a budget, approve routine bills, prepare reports and report the business of the board to the membership annually.

ARTICLE VII – COMMITTEES
Section 1 The standing committees shall include communications, membership, registration, programs/events, and lecture series.  Chairs of the standing committees are voting members of the board. A chair position may be shared as co-chairs.  In the event of a shared position, the position shall have one vote.

Section 2 Additional off-board committees shall include nominating, audit, and ad hoc.

A. The nominating committee shall be selected by a majority vote of the board members, exclusive of the president.

B. The audit committee of two shall be appointed by the president and approved by the board.

C. Ad hoc committees shall be appointed by the president with board approval. The president shall appoint a chair for each ad hoc committee and that chair shall report committee members’ recommendations to the board for approval. Ad hoc committees shall have a minimum of three members.

Section 3 All committees may consist of both general members and board members, with the president acting as an ex officio member of all committees except the nominating committee.

ARTICLE VIII – MEETINGS
Section 1 Regular meetings of the board shall be held as needed or at least quarterly. Meeting notice starting time and place and agenda shall be sent to the board prior to the meeting. All board members shall submit a written copy of their report to the secretary within two days following the meeting.

Special board meetings may be called by the president and notice of the special meeting shall be sent to the members prior to the meeting.

A quorum to conduct business at a board meeting shall be defined as the presence of a simple majority of the board members.

Section 2 An annual May meeting of the membership shall be held to hear reports from the board, approve the budget, and elect the officers by a majority of those members present. The meeting agenda, which shall include the proposed budget and slate of officers, shall be sent to the membership with the May meeting announcement.

ARTICLE IX – FINANCES
Section 1 A budget shall be drafted annually, approved by the board in April, and approved by the membership at the May annual membership meeting.

Section 2 The board shall approve all expenses of the organization that are not included in the budget and that exceed $1,000.

Section 3 The treasurer shall prepare a financial statement reviewed by the board and presented at the annual May members meeting.

Section 4 An audit committee shall review the financial records annually.

Section 5 The fiscal year shall be January 1 through December 31. The budget year shall be July 1 through June 30.

ARTICLE X – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order shall govern all meetings.

ARTICLE XI – DISSOLUTION
Section 1 The organization may be dissolved with previous notice of the board and a two-thirds vote of those present at the board meeting.

Section 2 Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 3 Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in DuPage County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XII – AMENDMENTS
These bylaws may be amended at any regular or special meeting, providing that a previous notice was given in writing 30 days prior to the board meeting. Amendments shall be approved by a two-thirds vote of the board.

ARTICLE XIII – CONFLICT OF INTEREST POLICY
This conflict of interest policy is designed to help officers and board members of the West Suburban Art Society (WSAS) identify situations that present potential conflicts of interest and to provide WSAS with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though an officer or board member has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control.

In order for WSAS to meet its 501(c)3 non-profit status, it maintains a conflict-of-interest policy found in Appendix A of its Policies and Procedures.

Amended March 16, 2023