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Annual Convention
Illinois World Organization
Of China Painters, Incorporated
BY LAWS
Adopted October 10, 1974
ARTICLE 1 – NAME
This Organization shall be known as the Illinois World Organization of China Painters, Inc.
ARTICLE II – OBJECT
SECTION 1
The purpose of the organization shall be:
To revive and promote and encourage the old art of China Painting
in the State of Illinois.
To become better artists, connoisseurs and patrons of the fine art of China painting.
For pleasure, recreation and other similar non-profitable purposes under Internal Revenue Code Sectional 501(c) and shall perform no acts which are prohibitive of such an organization.
SECTION 2
The corporation shall perform none of the following:
Operate for the primary purpose of carrying on a trade or business for profit:
Lend any part of its income or corpus without receipt of adequate security and reasonable rate of interest.
Pay any compensation in excess of reasonable allowance for salaries or other compensation for personal services actually rendered to any substantial contributor.
Make any part of its services available on a preferential basis to any member or contributor.
Make any substantial purchase of securities or other property for more that adequate consideration in money or money’s worth from any substantial part of its securities or other property for less than adequate consideration in money or money’s worth to any substantial contributor
Engage in any transaction which results in a substantial contributor:
Allow any income of the corporation to inure to the benefit of any private shareholder, individual or member.
Participate or intervene in political campaigns on behalf of a candidate or public office;
Influence legislation;
Any illegal acts.
ARTICLE III – MEMBERSHIP
SECTION 1
The Corporation shall have two classes of members as follows:
Guild members: Guilds shall be composed of persons who are in sympathy with the purpose of the Corporation, new Guilds shall have at least (6) members
Individual Members: Persons who are members of Guilds which are Guild Members of the corporation.
SECTION 2
a) Guilds desiring to become Guild Members shall:
1. File an application for membership with Chairman of the Membership Committee. Said application shall contain the following:
a. Name of Guild
b. A roster of names and addresses of each member of the guild
c. Name and address of each officer and director.
d. A copy of all governing instruments such as constitutions, articles of incorporation or by-laws.
e. Tax identification number
f. Statements as to whether Guild has applied for or received tax exempt status under Internal Revenue Code Section 501 (c). (If yes, furnish copy of IRS "Tax Exempt Letter")
g. Such other information as the Board of Directors shall from time to time see fit to require.
2. Pay to the Corporation Treasurer the amount of dues for the member of that guild.
b) The Membership Chairman shall present the application to the Membership Committee. If the committee recommends acceptance, the Chairman shall present the application to the Board of Directors for action.
c) After the recommendation of the Membership Committee and certification of receipt of the required dues, the Board of Directors shall vote to accept or reject the application. If the application is rejected, the Corporation Treasurer shall return the dues to the applicant.
SECTION 3
The individual members shall become members upon the receipt of their dues by the Corporation and after their guild has become a member.
SECTION 4
The Secretary of each Guild Member shall notify the Corporation Corresponding and Recording Secretaries of any change in officers, directors, members or governing instrument within ten (10) days of the change.
SECTION 5
If the purpose or conduct of any Guild Member is in serious conflict with the over-all purpose of the Corporation, The Board of Directors shall recommend to the annual meeting that the Guild Member be expelled. Notice of said action shall be given to each Guild Member at least sixty (60) days before such meeting.
SECTION 6
All newly elected guild officers shall assume the duties of office at the same time as the installing of state officers. New guilds may be formed at any time and have the option of a short term office or extend the office to coincide with the following state installation.
SECTION 7
Associate members in guilds permitting same must pay guild dues assigned by the guild, but may only vote in his/her primary guild.
ARTICLE IV – DUES
SECTION 1
The Annual dues of the individual members shall conform to the World, State, and Local Organizations. Annual dues shall be for year ending May 30 of each year and shall not be prorated for less than a year. See Standing Rules.
SECTION 2
The Guild Member shall pay no dues but shall collect the dues from the individual Members and forward them to the Corporation.
SECTION 3
Dues may be changed or increased in the following manner:
a) In the event of an increase in charge for the magazine published by the World Organization of China Painters or its successors, the Board of Directors may increase the dues in the amount equal to such an increase by a resolution passed by a simple majority of a quorum of the Board of Directors at any meeting.
b) In all other cases, the dues shall be changed or increased in the following manner.
1. Two weeks notice shall be given to the Members of the Board of Directors of the intention to change or increase the dues.
2. By a majority vote of all the members of the Board of Directors.
ARTICLE V - OFFICERS
SECTION 1
The elected officers shall be President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Historian, Auditor and Editor.
SECTION 2
Eligibility
To be President of the State Organization a person must have been a member of the local Guild for four (4) years and must have been President of that Guild.
Other Officers, a person who has been an active member of the Illinois World Organization of China Painters on September, of the year of her/or his election for a minimum of three (3) years shall be eligible to become an officer providing she/or he has held an office in their local Guild.
Any member of the board, meeting the above eligibility requirements shall be eligible to become an officer, with the exception of the members of the nominating committee.
SECTION 3
The Parliamentarian shall be appointed by the President.
SECTION 4
A nominating committee made up of five (5) individual members who shall be elected according to Article 9, Section 4, at the annual meeting. The committee shall present candidates for office at the next regular meeting of the Board of Directors. The Corresponding Secretary shall notify the Guild members and other members of the Board of Directors of the candidate’s names sixty (60) days in advance of a convention.
SECTION 5
The elective officers shall be elected during the annual meeting at the convention and they may be installed during the convention but shall server for two fiscal years of the corporation. Revised October 2003
SECTION 6
The fiscal year of the corporation shall be November 1 through October 31.
ARTICLE VI – DUTIES OF OFFICERS
SECTION 1
The President shall preside at the meeting of the Board of Directors
And shall co-sign all checks issued by the Treasurer (or by the Recording Secretary in the absence of the Treasurer) in excess of $10.00: shall be ex-officio member of all committees except the nominating committee: shall with the approval of the Board, appoint chairman of standing committees; shall perform any other duties incident to the office. The President is authorized to sign income tax returns or applications for exemptions from any other documents related to said tax returns or exemptions.
SECTION 2
The first Vice-President shall assume all the duties of the President in her absence except co-signing checks and planning forthcoming convention arrangements. She shall be chairman of Membership Committee.
SECTION 3
The second Vice-President shall assume the duties of the First Vice-President in her absence and shall be responsible for the preparation of the yearbook.
SECTION 4
The Recording Secretary shall keep a permanent record of the annual and other meetings, of the Board of Directors and the Executive Committee in a book provided for that purpose. She shall co-sign checks issued by the Treasurer in excess of $10.00 in the absence of the Treasurer. She shall prepare all ballots for printing. She shall keep an official copy of the membership of the Corporation and the official list of delegates to the Convention. Upon receipt of designation of certified public accountant from Treasurer, Recording Secretary shall forward to say certified public accountant a certified copy of By-laws of corporation as then amended.
SECTION 5
The Corresponding Secretary shall conduct correspondence of the Corporation as authorized by the President of the Board of Directors and shall act as Recording Secretary in the absence of that officer. She shall keep on file in a book provided for that purpose a copy of all letters written or letters received during her term of office.
SECTION 6
The Treasurer shall collect all dues, keep an accurate account of all money received and disbursed and shall disburse no money except that which is authorized by the Board of Directors or by authority of the Executive Committee. The Treasurer shall make a Treasurer’s Report at each meeting of the Board of Directors and of the Executive Committee; Treasurer shall be personally liable for any amount disbursed which are not so authorized. The Treasurer shall make Treasurer’s Report at each meeting of the Board of Directors and of the Executive Committee and said report shall be entered in the minutes of that meeting. The Treasurer’s accounts shall be audited at the close of each fiscal year by a certified public accountant to be designated by the Treasurer and paid by the Corporation. The Treasurer shall notify Recording Secretary of the name and address of the certified public accountant designated. Before assuming office, the Treasurer shall furnish and deliver to the Recording Secretary a surety bond in the sum of $15,000, the premium of which bond shall be paid by the Corporation. The amount of this bond may be changed at any meeting of the Board of Directors. The Treasurer shall deliver to the Corporation Auditor with fifteen (15) days after close of fiscal year the following:
Statement of all receipts and disbursements of Convention.
Statement of all receipts and disbursements other that Convention.
Balance sheet showing all assets and liabilities of corporation as of close of fiscal year.
All ledgers, journals, deposit slips, bank books, bank statements, cancelled checks and other Corporation financial records.
Copy of proposed income tax return or tax exempt report for fiscal year as may be required by U.S. Internal Revenue Service and Department of Revenue of State of Illinois. If return of report not required, then statement of factors showing that said returns or reports not required by law.
Signed copy of Certified Public Accountant Audit Report.
The Treasurer shall send by U.S. Mail to each Member of the Board of Directors within fifteen (15) days after close of fiscal year, copies of statements (a), (b), and (c) above furnished to auditor.
The Treasurer shall have no authority after close of fiscal year to make deposits or disbursements from fund of Federation except to transfer fund to successor Treasurer. All Federation Funds shall be paid over to successor Treasurer within fifteen (15) days of close of fiscal year (or such later date as may be fixed by Board of Directors) and receipt of written notice from Recording Secretary that bond of successor Treasurer is on file. The Treasurer is authorized to sign income tax returns or application for exemption fro many tax, or any other documents related to said tax returns or exemptions.
SECTION 7
The Auditor shall audit the books of the Treasurer at the close of the fiscal year and the signed report of the certified public accountant and shall determine that the Treasurer has acted in accord with the authority given by the Board of Directors or the Executive Committee in accord with these by laws. The Auditor shall have no authority to waive irregularities but shall report to the Board of Directors all irregularities together with auditor’s recommendation.
SECTION 8
The Historian shall keep up to date the history of the Federation from its beginning and present it at the State Convention. She shall supervise history book display and awards for same at the State convention.
SECTION 9
The Parliamentarian shall attend all meetings of the Board and shall interpret parliamentary procedure when called upon.
SECTION 10
The Editor shall receive all club news, designs and material for publication from members and guilds, and shall submit these items to the principal office for publication in the China Painter.
ARTICLE VII - BOARD OF DIRECTORS
SECTION 1
The Board of Directors shall consist of the following:
All elected and appointed officers or alternates.
Chairman of all standing committees or alternates.
President (or an alternate) of each Guild
Past Presidents or alternates.
SECTION 2
The Board of Directors shall meet immediately preceding annual meeting of the Corporation and at such other times as a meeting shall be called by the President, but at least three times a year. The first of which should be not later than December of which time alt Treasurer and fiscal reports should be presented for approval or other action.
SECTION 3
The Board shall have general supervision of the Business of the Corporation between conventions.
SECTION 4
The Board shall fill vacancies in the Board occurring between elections other than the positions held by past presidents.
SECTION 5
The Board shall authorize the spending of moneys of the Corporation.
SECTION 6
Seven shall constitute a quorum, two of whom shall be officers.
SECTION 7
A majority of those present at any meeting may vote to adjourn any meeting until such time as a quorum can be obtained. No notice of such meeting required.
SECTION 8
In the event a quorum cannot be reached at any meeting or the required number is not present is adopt any position, then by motion passed by a majority of those present submit those questions by mail to all those who have a right to vote for the proposition by ballots printed and initiated by said corresponding secretary and requiring the signature of the individual voting on each ballot. The ballots shall be returned within ten (10) days to the recording secretary and shall be counted and any proposition passed shall be considered as if passed by a regular meeting of the group having authority to vote
ARTICLE VIII - STANDING COMMITTEES
SECTION 1
There shall be eight (8) standing committees:
Executive Committee
Membership and Extension Committee
By-Laws Committee
Budget and Finance Committee
Yearbook Committee
Courtesy and Exhibit Committee
Convention Committee
Project and Education Committee
SECTION 2
The number of Committees and the method of appointing each shall be determined by the Board of Directors. Voting within the committees may be by mail. A majority of the committee present at the meeting shall constitute a quorum. A majority of votes by mail received by specified deadline shall constitute a quorum.
SECTION 3
The duties of each committee shall be as follows:
The Executive Committee shall be made up of the President, First Vice President, Recording Secretary, Corresponding Secretary and Treasurer. The Committee shall prepare a budget for the coming year within the advice of the Budget and Finance Committee and shall present such budget to the Board of Directors for approval to authorize expenditures and to incur liabilities in amounts in accordance within said budget or for any other purpose up to an amount to be specified by the Board of Directors. The treasurer shall report all expenditures made by authority of the Executive Committee at the next meeting of the Board.
The By-Laws Committee shall, at the written request of any Guild Member or by majority vote of the Board, amend or revise in proper form the by-laws of the Corporation. It shall cause copies to be sent to the Guilds sixty (60) days in advance of the convention at which time they will be read and acted upon.
The Budget and Finance Committee shall aid the Executive Committee in the preparation of a budget for the fiscal year and shall advise the Board of Directors as to its appropriations.
The Yearbook Committee shall have printed a suitable yearbook for the use of all Guilds. This book shall contain a complete roster of the guild members and the individual members and any information considered pertinent to the welfare and growth of the Corporation as decided upon by the Board of Directors. This book shall be financed by the Corporation.
The Publicity Committee shall see that the organization is given proper publicity.
The Convention Committee shall have the responsibility of contracting distributors and teachers, as well as all exhibits of the convention.
ARTICLE IX CONVENTION AND ANNUAL MEETING
SECTION 1
A convention and membership meeting shall be held annually, the time and the city to be determined by the President with the consent of the Board of Directors. Guild Members and other members of the Board of Directors shall be notified of the date and place so determined. The time and place determined shall also appear in the yearbook and the China Painting Magazine, but failure to so appear shall not invalidate the determination. Details of the convention site and the schedule shall be sent to all members of the Board of Directors as soon as available.
SECTION 2
The voting members of the Annual meeting shall be:
The members of the Board of Directors
One accredited delegate of each Guild member having six members and one additional delegate for each additional six (6) members of major fraction thereof.
The secretary of each Guild Member shall certify the number of members and shall certify the name and address of each delegate to the recording Secretary of the Corporation. EACH AUTHORIZED ATTENDEE HAS BUT ONE (1) VOTE.
SECTION 3
The elective officers shall be elected by voting members present at the annual meeting either in person or by proxy: or the Board of Directors may provide for the election of said officers by mail ballots to be counted at the annual meeting.
SECTION 4
A nominating committee shall be nominated and elected at the annual meeting.
ARTICLE X – NOTICE OF DISCIPLINE
SECTION 1
Any notice to a Guild Member shall be mailed or given to the Guild President.
SECTION 2
Any notice required by these By-Laws or otherwise shall be given in the following manner.
By hand delivering a copy of the notice to the person entitled to receive notice or
By placing a copy of the notice in an envelope addressed to the person entitled to notice and depositing it with correct postage affixed in the U.S. Mail.
ARTICLE XI - CORPORATION AGENT
The Illinois World Organization of China Painters, Inc., an Illinois not-for-profit corporation, may change the registered agent of the Corporation upon a majority vote of the Board of Directors.
ARTICLE XII - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable, and in which they are not inconsistent with these By Laws and any special rules of order the Corporation may adopt.
ARTICLE XIII – AMENDMENT
Unless otherwise provided the By-Laws or the Articles of Incorporation shall be amended as follows:
a) By the delegates at an annual meeting by a two-thirds vote of the voting members at the annual meeting provided notice is given to each Guild member and other members of the Board of Directors of proposed amendment at least sixty (60) days before said meeting.
b) By the Board of Directors in the following manner:
1. An amendment shall be proposed at any meeting of the Board of Directors.
2. At the first meeting of the Board of Directors more than thirty (30) days after the proposal of the amendment. A two-thirds majority of all the members of the Boards required for adoption.
c) Technical amendments required to obtain or maintain tax exempt status may be made by a simple majority vote at any meeting of the Board of Directors.
d) Upon written request for Amendment by the Chairman of the By-Laws Committee. A Guild Member, or member of the Board of Directors, in the following manner:
1. The Chairman of the By-Laws Committee, a Guild Member, or member of the Board of Directors, shall submit a copy of the proposed amendment to the President and Recording Secretary.
2. At the first Board of Directors meeting following the receipt of the request the question shall be submitted to the Board of Directors as to whether special ballots shall be printed for submission of the amendment to the Guild Members for voting by mail ballot (any request submitted during any meeting of the Board of Directors shall be acted upon during that meeting.)
3. If the Board of Directors by at least a two-thirds majority vote authorize the submission of the amendment to the Guild Members for voting by mail ballot, the Recording Secretary, or such other member of the Board of Directors as the President shall appoint, shall cause ballots to be printed and mailed to the Guild Members and shall file a proof of mailing of ballots. Ballots shall be dated and shall state a return date not less than thirty (30) days after the date of mailing. Each Guild Member shall be entitled to the same number of votes as it had ninety (90) days prior to the convention date. Ballots shall require the signature of President and Secretary of the Guild Member.
4. Completed ballots shall be returned to the Recording Secretary or such other member of the Board of Directors as the President shall appoint.
5. Ballots shall be counted by members of a special committee appointed by the President which shall include the Recording Secretary. The persons counting the ballots shall certify the count which shall be entered in the minute book of the corporation and shall immediately notify the Board of Directors of the results.
6. A two-thirds majority vote of the total number of qualified votes shall be required to adopt an amendment.
e) In the event of a unanimous vote any irregularities due to lack of notice or other requirements of time shall be waived.
ARTICLE XIV – LIQUIDATION
In the event of the liquidation of the corporation any remaining assets shall be paid over:
To the World Organization of China Painters or its successors provided that the World Organization then qualifies tax exempt under I.R.C. 501 (c)(3) or any sub-section of I.R.C.501(c).
If the World Organization of China Painters or its successors is not then in existence or unable or unwilling to accept the distribution, then to the Guild Members who then qualify as tax exempt under I.R.C. (c) in equal shares.
Any such assets not so disposed of shall be disposed of by the Circuit Court of Peoria County, Illinois exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
STANDING RULES OF THE ILLINOIS WORLD ORGANIZATION OF CHINA PAINTERS, INCORPORATED
Annual dues of the ILWOCP shall be $30.00
$27.00 for the World Organization
$3.00 for the State Organization
The guilds shall collect dues by May 31 of each year CHANGE $30.00 per capita (or as amended shall be forwarded to the ILWOCP Treasurer by June 15. The ILWOCP State Treasurer shall send $27.00 per capita to the Treasurer of the World
Organization by June 30.
Any member of an Organization Guild is invited to come to the board meetings as non-voting representative of her Guild.
A member shall pay full dues in one guild and has the option to be an associated member in another guild (by invitation of that guild) paying the second guild their club dues per year, or $5.00 whichever is greater.
Guild members will be represented by delegates on all voting matters. There will be one delegate for each guild having six (6) member and additional delegate for each additional six (6) members or major fraction thereof.
At the convention, after election of officers, there will be a meeting of all the out-going and incoming officers and members of the
Standing committees.
All by-laws, standing rules and exhibition rules should be clearly dated when either amended or added to, and must be included in the yearly membership book.
As of October 1978, the state treasury will pay for the hospitality books for all state officers holding office at the time of the annual convention and current convention chairperson(s).
As of August 1989, and every year thereafter, all active Past Presidents in the ILWOCP will be considered honorary members having one-half of their World and State dues paid by ILWOCP State treasury.
Distribution of any available monies in the educational fund will be discussed and voted on by the Board of Directors upon the completion of the audit of the current year’s books. It should be noted "associate members" are not included in the distribution of this fund.
Any Guild disbanding must return any unused Educational Fund monies to the State Treasury.
Each incoming vice-president will be given a check for the amount of $300.00 per year for use as they need to conduct state business, postage, telephone or any other expense incurred for the IWOCP. We recommend our vice-presidents file an account of these funds in the president’s book for reference. - Revised April 16, 1994
With board approval of the site for the convention, the t treasury may issue a check for deposit required by the said motel. - Revised October 10, 1996
The state budget would include one roster book for every current, elected state officer and one to be given to each guild treasurer. All other roster books may be ordered prepaid including postage by any member in good standing who wishes to purchase one. - Revised December 7, 1996
The President and the elective officers shall be elected during the annual meeting at the convention and they may be installed during the convention but will serve 2 years of the corporation. - Revised October 9, 2003
EXHIBITION RULES
No decals will be allowed at the convention for sale or display.
China painted pieces that have been shown at a previous convention may be shown again.
Glass must be china-painted and kiln fired to be exhibited.
No ceramics, except commercial tile, will be allowed. Commercial tile must be china painted and kiln fired to be exhibited.
Porcelain pieces that are china painted may be exhibited.
Porcelain dolls will be allowed.
No china is to be removed from any exhibition table during the show without the Convention Chairperson’s permission.
The Chairperson of the Convention is in Charge of the exhibits and has the authority to ask a guild to change, alter, or move their exhibit to make a more harmonious exhibit.
The individual responsible for the local guild’s exhibit will make herself known to the Convention Chairperson and take her instructions for setting up the exhibit. Also, the one authorized to dismantle a guild exhibit is that individual, or by other arrangement with the Convention Chairperson.
The day of the show opening, time will be allowed between 8:00am and 10:00am for additional display pieces to be added.
Voting for pieces which will be sent to the museum will be in at 10:00am on the day of the show opening. - Revised April 16, 1994
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