BY-LAWS

Of
THE NATIONAL WATERCOLOR SOCIETY

CERTIFICATE OF THE SECRETARY,

THE NATIONAL WATERCOLOR SOCIETY
I hereby certify that I am the duly appointed and acting Secretary of this corporation, and
that the following constitute the Bylaws of this corporation, as duly revised by a two-thirds
(2/3) vote by ballot of the voting Signature Membership in December 2018.

Signature on File
Kathleen Cornelius, Recording Secretary

Signature on File
Robbie Laird, President

NWS (rev. 12/18) 1

 Table of Contents
ARTICLE I. OFFICES......................................................................................... page 4
Section 1.01. Principal Office..........................................................................
Section 1.02. Change of Address....................................................................
ARTICLE II. MEMBERS...............................................................................................4
Section 2.01. Classification of Members........................................................
Section 2.02. Signature Members...................................................................
Section 2.03. Inactive Signature Members.....................................................
Section 2.04. Associate Members...................................................................
Section 2.05. Patron Members.........................................................................
Section 2.06. Honorary Members...................................................................5
Section 2.07. Life Members..............................................................................
Section 2.08. Membership Lists......................................................................
ARTICLE III. INVITATION TO SIGNATURE MEMBERSHIP.......................................5
Section 3.01. Artists Invited to Apply.............................................................
Procedure A...........................................................................................
Procedure B………………………………………………………………….
ARTICLE IV. FUNDING................................................................................................6
Section 4.01. Sources of Funds.......................................................................
Section 4.02. Annual Dues...............................................................................
Section 4.03. Entry Fees..................................................................................
Section 4.04. Donations...................................................................................
Section 4.05. Management and Reporting......................................................
Section 4.06. Payment to Treasurer................................................................
Section 4.07. Fiscal Year..................................................................................
Section 4.08. Membership Year.......................................................................
ARTICLE V. MEETINGS...............................................................................................7
Section 5.01. Annual Business Meeting........................................................
Section 5.02. Order of Business.....................................................................
Section 5.03. Special Meetings.......................................................................
Section 5.04. Notice of Meeting......................................................................
ARTICLE VI. BOARD OF DIRECTORS.......................................................................7
Section 6.01. Powers.......................................................................................
Section 6.02. Number of Directors and Officers...........................................
Section 6.03. Offices of the Board.................................................................
Section 6.04. Election and Term of Office.....................................................8
Section 6.05. Nominating Committee............................................................
Section 6.06. Self-Nomination .......................................................................
Section 6.07. Agreement to Serve..................................................................
Section 6.08. Slate of Nominees.....................................................................
Section 6.09. Nominations from The Floor....................................................
Section 6.10. Voting.........................................................................................
Section 6.11. Limitation on Terms.................................................................
Section 6.12. Filling Board Vacancies...........................................................
Section 6.13. Privileges of the Board............................................................9

NWS (rev. 12/18) 2

 Section 6.14. Meetings of the Board..............................................................
Section 6.15. Quorum......................................................................................
Section 6.16. Open Meetings..........................................................................
Section 6.17. Board Member Votes and Proxy Votes..................................
Section 6.18. Standard of Care......................................................................
Section 6.19. Inspection.................................................................................
Section 6.20. Compensation..........................................................................
ARTICLE VII. OFFICERS..........................................................................................10
Section 7.01. Board of Directors .................................................................
Section 7.02. President.................................................................................
Section 7.03. Vice President.........................................................................
Section 7.04. Treasurer…………………………………………………………..
Section 7.05. Secretary…………………………………………………………..
Section 7.06. Directors at Large………………………………………………..
Section 7.07. Immediate Past President………………………………………
Section 7.08. Regional Representatives………………………………………
ARTICLE VIII. JURY OF SELECTION......................................................................12
Section 8.01. Election...................................................................................
Section 8.02. Alternate Jurors.....................................................................
Section 8.03. Director...................................................................................
Section 8.04. Limitations of Service...........................................................
Section 8.05. Privileges................................................................................
Section 8.06. Jury Procedures for International Open Exhibition...........
Section 8.07. Selection of Travel Show Paintings.....................................
ARTICLE IX. JURY OF AWARDS.............................................................................13
Section 9.01. Annual Exhibition..................................................................
Section 9.02. Awards in Other Exhibitions…………………………………..
ARTICLE X. DEFINITION OF WATERCOLOR.........................................................13
Section 10.01.................................................................................................
ARTICLE XI. OTHER EXHIBITIONS.........................................................................13
Section 11.01. Scope.....................................................................................
Section 11.02. Eligibility................................................................................
ARTICLE XII. AWARDS AND SPECIAL RECOGNITION.........................................13
Section 12.01. Awards..................................................................................
Section 12.02. Special Recognition.............................................................
ARTICLE XIII. AMENDMENT OF ARTICLE OR BY LAWS...............................…...14
Section 13.02. Time Limitations..................................................................
Section 13.03. Discussion...........................................................................
Section 13.04. Vote of Membership............................................................
Section 13.05. Proposal to Amend Made at The Annual Meeting……….
Section 13.06. Filing of Amendment...........................................................
ARTICLE XIV. MISCELLANEOUS............................................................................14

NWS (rev. 12/18) 3

ARTICLE I. OFFICES
Section 1.01. Principal Office
The principal office of this corporation shall be located in the County of Los Angeles, State
of California. Location since 1999, 915 South Pacific Ave., San Pedro, CA 90731-3201.
Section 1.02. Change of Address
The Board of Directors is hereby granted full power and authority to change the principal
office of the corporation from one location to another in California. Any such change shall be
noted by the Secretary in these By-Laws but shall not be considered an amendment of
these By-Laws.

ARTICLE II. MEMBERS

Section 2.01. Classification of Members
The corporation shall have at least six 6 classes of members as follows: Signature
Members, Inactive Signature Members, Associate Members, Patron Members, Honorary
Members and Life Members.
Section 2.02. Signature Members
Signature Members are artists who have been admitted to signature status
after completing one of the application processes set forth in Article III hereof and who have
paid dues through the current year (except for the year of acceptance as set forth in Article
III). Only Signature Members who maintain their dues shall have the right to vote and use
the initials NWS after their name.
Section 2.03. Inactive Signature Members
The Board of Directors shall determine rules and policies for failure to pay dues, Inactive
Signature Member status, and reinstatement to full Signature Member status. A Signature
Member who is six months in arrears in payment of the annual dues shall be so notified by
the Membership Director. Failure to remit such dues within 90 days thereafter shall cause
the termination of membership unless the member submits a written request to the Board of
Directors to be placed on Inactive Signature Status.
The Board may, at its discretion, waive these requirements to deal with exceptional
circumstances.
Section 2.04. Associate Members
Associate Membership is open to anyone. Associate Members shall pay dues as
designated by the Board of Directors for the current year. Associate Members shall pay the
same entry fee as Signature Members when submitting work for NWS exhibitions.
Associate Members shall receive all publications of the Society, shall be listed in the
Catalogue of the Annual Exhibition as an Associate Member and shall be invited to all
Society functions. Associate Members shall not have voting privileges, nor will they be
permitted to add the initials NWS after their name.
Section 2.05. Patron Members
Patron Membership is open to any individuals or organization making a contribution to the
society in the amount set by the Board of Directors. Patron Members shall receive all
publications of the Society, shall be listed in the Catalogue of the Annual Exhibition as a
Patron Member, and shall be invited to all Society functions. These privileges will continue
from the time of contribution through the end of the NWS fiscal year. Patron Members shall
not have voting or exhibition privileges except in the case of Signature members

NWS (rev. 12/18) 4

 .

Section 2.06. Honorary Members

Honorary Members are those who have been proposed by the Board of Directors for
Honorary Membership for their significant service to the Society or to the Arts as well as
volunteers who work with the Society. The name of the nominee or nominees shall be
presented at the Annual Meeting. Upon a majority vote of the members present in favor of
granting such membership, the Honorary Membership shall be conferred. Honorary
Members shall receive all publications of the Society and shall be listed in the Catalogue of
the Annual Exhibition as Honorary Members. Honorary Members are not required to pay
dues and may participate in all activities of the Society as Honorary Associate Members or
Honorary Signature Members providing that status has been earned.

Section 2.07. Life Members

The special designation of Life Member shall be awarded to those Signature Members
who have been elected and have served as President of the Society. This designation
shall be made upon completion of their first term in office. Life Members who are
nominated and approved by the NWS BOD shall retain all rights and privileges of
Signature Members and shall not be required to pay dues. This section will apply to all
Past Presidents of the Society.

Section 2.08. Membership Lists

The Membership Lists of the Society are for the use of the Directors and Officers of the
Society in the execution of their duties and for the personal use of the individual
members. Names, addresses, and other information contained in these lists is
privileged information and may not be provided to outside interests, commercial or
private. The Board may, at its discretion, waive by specific motion, the above ruling.

ARTICLE III. INVITATION TO SIGNATURE MEMBERSHIP

Section 3.01. Artists Invited to Apply
Following the Jury of Selection's viewing and selection of paintings from images
submitted to the NWS International Open Exhibition (see Section 8.06), accepted
Associates and Non-members shall be invited to apply for Signature membership at the
same time they send their exhibition painting for final review. The Board of Directors
shall have full authority to establish procedures for the following methods of achieving
Signature status:

A. Qualifying Associates and Non-members shall submit three additional paintings,

to be viewed by the members of the Jury of Selection, along with the accepted
painting; at a time to be set by the Board of Directors. The jury of selection will
make the decision regarding granting Signature Membership.

B. Associates and Non-members shall submit a signed application for Signature

Member status providing evidence that he or she has had three (3) paintings
accepted and exhibited in NWS International Open Exhibitions. Acceptance in
Membership Exhibitions and any other Society Exhibitions (other than Annual
Exhibitions) shall not be considered for such application.

NWS (rev. 12/18) 5

ARTICLE IV. FUNDING

Section 4.01. Sources of Funds

The National Watercolor Society is a non-profit corporation whose purpose is to arrange
exhibitions and awards which show interest, support and appreciation of watercolor
painting. The Society is tax-exempt under section 501 (c)(3) of the Internal Revenue
Code. Funds to pay the costs of conducting Society business are derived from Member
dues, entry fees and donations.

Section 4.02. Annual Dues

The Annual Dues for Signature and Associate Members shall be established by the
Board of Directors and may be changed annually by the Board as circumstances
require. The basis for the change shall be reported to the Membership by Newsletter or
at the Annual Business Meeting.

Section 4.03. Entry Fees

Entry fees for the IO Exhibition shall be set by the Board of Directors. The amount of the
fee for Members and/or Non-members shall be determined by direct costs of the
Exhibition. Fees for other exhibitions presented by the Society shall be set by the Board
in a similar manner.

Section 4.04. Donations

The Society may request and accept donations of the following kinds:
A. Award donations or prizes at the Annual Exhibition and other exhibitions.

B. Patron donations placed in a specific account when a purpose has been

designated by the donor.

Section 4.05. Management and Reporting

The Board may assign responsibility for management of the funds described in Section
4.04. above to any Director or other Signature Member. The duties will include
identification of sources and solicitation of contributions. Progress reports shall be made
to the Board at least once each quarter of the fiscal year.

Section 4.06. Payment to Treasurer

All Dues and fees are payable to the National Watercolor Society. All other monies
collected for the NWS by any officer of the Society shall be passed to the treasurer for
deposit to the proper accounts.

Section 4.07. Fiscal Year

All business of the Society shall be conducted based on a fiscal year which shall begin
on January 1 and end on December 31.

Section 4.08. Membership Year

Membership dues shall be collected based on a membership year which shall coincide
with the Society’s fiscal year.

NWS (rev. 12/18) 6

ARTICLE V. MEETINGS
Section 5.01. Annual Business Meeting
There shall be an Annual Business Meeting in the month of October of each year, or to
correspond with Opening of the NWS Annual Exhibition. Notice of the meeting shall be
given to the members at least fifteen (15) days prior to the meeting. Fifteen (15)
Signature Members shall constitute a quorum for the meeting. At the Annual Business
Meeting the Society's business shall be conducted and nominations of directors,
officers, and jurors of selection shall be made.
Section 5.02. Order of Business
The order of business for the Annual Business Meeting unless inapplicable as
determined by the Board shall include: Call to Order, Reading of the Minutes of the
Previous Annual Business Meeting, Reports of Board of Directors, Committee Reports,
Unfinished and Current Business, Nominations for the Board of Directors and Jury of
Selection, New Business and Adjournment.
Section 5.03. Special Meetings
The President may call special meetings of the members as deemed necessary by the
Board of Directors. A Special Meeting may be called by the Board upon a request signed
by Fifteen (15) or more Signature Members. Their petition shall state the purpose of the
special meeting, which may include a motion to recall Officers serving on the Board.
Section 5.04. Notice of Meeting
Notice of all meetings shall be sent to all Signature Members of the Society by the
Secretary or other designated Officer as determined by the Board.

ARTICLE VI. BOARD OF DIRECTORS

Section 6.01. Powers
This corporation shall have powers to the full extent allowed by law. All powers and
activities of this corporation shall be exercised and managed directly by the Board, or if
delegated, under the ultimate direction of the Board.
Section 6.02. Number of Directors and Officers
The authorized number of Directors shall be a minimum of five (5) Directors to a
maximum of fifteen (15) Directors as provided for in Article V of the Articles of NWS
Incorporation. The exact number of Directors within those specified limits may be
changed by the Board of Directors from time to time as circumstances may require. The
offices of the President and the Vice President must be filled by Signature members of
the Society. The other offices may be filled by Signature or Associate Members.
Section 6.03. Offices of the Board
Directors shall be elected by the Membership to hold the following offices: President,
Vice President, Secretary, and Treasurer. In addition, Directors-at-Large who may
include but not be limited to: Exhibition, Communication or Membership, will be elected
by the members to serve on the Board as Officers and carry out functions designated by
the Board They shall be entitled to vote on all matters to come before the Board for
decision. Positions on the BOD not filled by the regular vote of the members, or vacated
during a term, may be appointed by the President and approved by the Board to fill the
position for the remainder of that president’s term of office. The Immediate Past
President shall serve as Advisor to the Board but shall not be considered a Board
Member.

NWS (rev. 12/18) 7

 Section 6.04. Election and Term of Office
Each Director shall be elected for a term of two (2) years commencing in the fiscal year
in which elected and continuing for a period of twenty-four months (24) months. Each
Director shall hold office until a successor has been elected or appointed.

Section 6.05. Nominating Committee

The Board shall appoint a Nominating Committee composed of three (3) Signature
members. The Nominating Committee shall present to the Board a list of nominations for
the Board and the Jury of Selection no later than three (3) months prior to next annual
meeting.

Section 6.06. Self-nomination

Members of the Nominating Committee may place their own names in nomination for
any position on the Board of Directors but not on the Jury of Selection. Should a
member of the Nominating Committee desire to become a candidate for the Jury of
Selection, he/she must resign from the Nominating Committee immediately. He/she
may then seek nomination for the Jury of Selection.

Section 6.07. Agreement to Serve

Signature Members accepting nomination to a seat on the Board of Directors or the Jury
of Selection must agree to perform all the duties required of the position.

Section 6.08. Slate of Nominees

The slate of nominees shall include at least one candidate for each board position. The
Jury of Selection slate shall be made up of six (6) Signature Members from which the
Signature Membership shall select three (3). The notice of the annual Business Meeting
shall include this list of nominees.

Section 6.09. Nominations from the Floor

The Nominating Committee shall present the list of nominations to the members at the
Annual Business Meeting. Additional nominations may be made from the floor at the
Annual Business Meeting, one or more for each office on the Board and up to three (3)
for the Jury of Selection. It shall be the responsibility of the Member presenting a name
for nomination to have obtained prior permission from the nominee.

Section 6.10. Voting

The designated Officer on the Board shall compile the lists of nominees and their
biographies and design a ballot to be mailed by First Class Mail or equivalent carrier to
all Signature Members within ten (10) days after the Annual Business Meeting. The
ballot shall provide space for write-in votes for each office on the Board and for the Jury
of Selection. It shall be the responsibility of each Member to return a completed ballot to
the Designated Director within twenty (20) days after the mailing, and he/she shall
tabulate the votes and notify the President and Members who were elected, of those
elected and their positions.

Section 6.11. Limitation on Terms

No Director shall serve more than three (3) consecutive terms in the same office.

Section 6.12. Filling Board Vacancies

Any elected Member of the Board, with the exception of the President, vacating the
office before the end of the term of office shall be replaced by another Member

NWS (rev. 12/18) 8

 appointed by the Board to complete the term. If the office of the President should
become vacant before the end of the term of that office, the Vice President shall
automatically assume that office.

Section 6.13. Privileges of the Board

Directors, including the Directors-at-large shall have their work represented in the IO
Exhibit catalogue. The Members of the Board shall be allowed to enter the Membership
Show. Signature Members of the Board including the Directors-at-large, shall not be
permitted to enter the Annual Exhibition. Associate Members of the Board including the
Directors-at-large shall be permitted to enter the Annual Exhibition.

Section 6.14. Meetings of the Board

The Board of Directors shall meet monthly to conduct the business of the Society. A
monthly meeting may, however, be dispensed with at the discretion of the President or a
majority vote of the Board.

Section 6.15. Quorum

A majority of the authorized number of Directors shall constitute a quorum for the
transaction of business. A meeting at which a quorum is initially present may continue to
transact business, notwithstanding the withdrawal of Directors, if any action taken is
approved by at least a majority of the required quorum for such meeting.

Section 6.16. Open Meetings

Regular meetings of the Board shall be open to all Signature Members. A request by a
Signature Member to be included on the agenda shall be forwarded to the President or
the Secretary at least two (2) weeks in advance of the meeting.

Section 6.17. Board Member Votes and Proxy Votes

Each Board Member may have one vote.
Board Members may not utilize Proxy Votes.

Section 6.18. Standard of Care

The following standard of care applies:
A. General:
A Director shall perform the duties of the office including duties as a member of
any committee of the Board on which the Director may serve, in good faith, in a
manner that such Director believes to be in the best interest of this corporation and
with such care, including reasonable inquiry, as an ordinarily prudent person in a
like situation would use under similar circumstances.

B. Basis for Action:

In performing the duties of a Director, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements and
other financial data, in each case prepared or presented by:

1. One or more officers or employees of the corporation whom the Director

believes to be reliable and competent in the matters presented;
2. Counsel, independent accountants or other persons, as to matters which the
Director believes to be within such person’s professional or expert
competence;

NWS (rev. 12/18) 9

 3. A committee of the Board upon which a Director does not serve, as to matters
within its designated authority, which committee the Director believes to merit
confidence, so long as in any such case, the Director acts in good faith, after
reasonable inquiry when the need therefore is indicated by the circumstances
and without knowledge that would cause such reliance to be unwarranted.
A person who performs the duties of a Director in accordance with the above
shall have no liability based on any failure or alleged failure to discharge that
person's obligations as a Director, including, without limiting the generality of
the foregoing, any actions or omissions which exceed or defeat a public or
charitable purpose to which the corporation, or assets held by it are dedicated.

C. Self-Dealing Transactions:
Except as provided in subsection (D) below, the Board shall not approve a self-
dealing transaction. A self-dealing transaction is one to which the corporation is a
party and in which one or more of the Directors has a material financial interest or
a transaction between this corporation and one or more of the Directors or
between this corporation and any person in which one or more of its Directors has
a material financial interest.

D. Approval of Self-Dealing Transaction

The Board of Directors may approve a self-dealing transaction if the Board
determines that the transaction is in the best interests of and is fair and reasonable
to this corporation and, after reasonable investigation under the circumstances,
determines that this corporation could have not obtained a more advantageous
arrangement with reasonable effort under the circumstances. Such determinations
must be made by the Board, in good faith, with knowledge of the material facts
concerning the transaction and the Director's interest in the transaction, and by a
vote of a majority of the Directors then in office, without counting the vote of the
interested Director or Directors.

Section 6.19. Inspection

Every Director shall have the absolute right at any reasonable time to inspect and copy
all books, records and documents of this corporation.

Section 6.20. Compensation

Officers and Directors shall be entitled to reimbursement for necessary costs and
expenses reasonably incurred in connection with the Society's business.

ARTICLE VII. OFFICERS

Section 7.01. Board of Directors
The Officers of the corporation shall be: President, Vice President, Treasurer, Secretary,
and Directors-at-Large as determined by the Board. (As per Sections 6.02-6.03)

Section 7.02. President

The President, as the chief executive officer of the corporation, shall supervise and
direct the affairs of the corporation. He/she shall specifically perform the following duties.
A. Preside at all meetings of the Society and the Board of Directors.

NWS (rev. 12/18) 10

 B. With the Board's approval, appoint committees as may be needed to carry out the
various functions of the Society and its officers. Such committees automatically
cease to function at the end of each President’s term of office.
C. Serve as an ex officio member of all committees except the Nominating Committee.
D. Develop a calendar of events and activities.
E. Arrange for the preparation of an annual budget and an annual audit.
F. Supervise the Board of Directors in their Board defined scope of responsibility.
I. Instruct committee chairpersons on their assignments.
J. Instruct the Chairman of the Jury of Selection and the Juror of Awards on the
approved jurying procedures and direct the staff assisting at the jurying itself.
K. Present awards at the Annual or other Exhibitions.
L. Serve as Advisor to the Board for one year following his/her term of office.
M. Keep the purpose and meaning of the organization before the Board Members and
gain the cooperative effort of the Board to achieve the Society's objectives.
Section 7.03. Vice President
The Vice President shall have the following duties:
A. Preside at all meetings in the absence of the President.
B. Assumes the duties of the President during an unanticipated absence
C. Oversee appropriate duties assigned by the Board.
D. Be available to assist with jurying.
Section 7.04. Treasurer
The Treasurer shall have the following duties:
A. Assist the President in development of the budget.
B. Receive and deposit all monies in the name of the National Watercolor Society.
C. Record all receipts and expenditures.
D. Pay bills and charges approved by the Board.
E. Report monthly to the Board and present an annual Financial summary to the
membership at the annual Business Meeting.
F. Prior to March each year request an audit of the financial operation of the Society,
report the audit results to the Board, and file appropriate documents of audit to
designated State and Federal agencies.
G. Prepare the required tax forms and submit to appropriate State and Federal agencies.
Section 7.05. Secretary
The Secretary shall have the following duties:
A. Prepare and keep the minutes of the Society and the Board of Directors.
B. Provide members of the Board with copies of the minutes.
C. Maintain secure permanent storage of minutes of the Society and the Board of
Directors.
D. Maintain By-Laws and advise Board when proposed actions appear to conflict
with the By-Laws.

Section 7.06. Directors-at-Large

Directors-at-Large shall have the following duties:
A. Perform and oversee all responsibilities in their Board defined scope of
responsibility.
B. Perform all duties of the position to which elected or appointed, as detailed in
the current procedures described by the Board of Directors.
C. Be available to assist with jurying.

NWS (rev. 12/18) 11

 Section 7.07. Immediate Past President
The Immediate Past President shall have the following duties:
A. Serve as a non-voting advisor to the Board.
Section 7.08. Regional Representatives
The President, with the Board's approval may from time to time appoint Regional
Representatives from among the Signature and Associate Members to assist with
Society activities in their geographic areas.

ARTICLE VIII. JURY OF SELECTION

Section 8.01. Election
The Jury of Selection shall be elected annually by the Signature membership and shall
serve for one year. Only Signature Members may serve on the Jury of Selection. From a
list of six (6) nominees on the ballot, the three (3) candidates receiving the largest
number of votes shall be designated as the three (3) member Jury of Selection.
Section 8.02. Alternate Jurors
The three candidates receiving the next greatest number of votes will be designated as
Alternate Jurors, to be called to duty only in the absence of a designated Juror of
Selection. If an Alternate Juror is called on to replace a Juror in the Image Jury
procedure, that Alternate Juror will then permanently replace that designated Juror for
further duties. If an Alternate is needed to fill in on the Final Painting Jury and Travel
Show selection, that Alternate Juror may not eliminate any Painting(s) except that they
do not match the image.
Section 8.03. Director
The Juror nominee receiving the greatest number of votes shall be designated as
Director of the Jury.
Section 8.04. Limitations of Service
No Signature Member may serve on the Jury of Selection more than once in a period of
five (5) years. This restriction applies only to those Jurors, including Alternates, who
serve as members of the Jury of Selection for the Annual Exhibition.

Section 8.05. Privileges

Only the Jurors who serve as members of the Jury of Selection for the Annual Exhibition
shall be included in the catalogue.

Section 8.06. Jury Procedures for International Open Exhibition

The International Open Exhibition shall be held at a time and place arranged by the
Board. The IO Exhibition is open to all artists who may submit one image. All work
submitted for the Exhibition shall be required to be passed by the Jury of Selection. The
BOD will establish and approve a procedure for the selection process for paintings to be
accepted for the International Open Exhibition.

Section 8.07. Selection of Travel Show Paintings

All award winners including the National Watercolor Society Purchase Award, but not
including other purchase awards, will automatically be in the Travel Show (when held
from time-to time) with the permission of the artist. If more paintings are needed to fill
out the Travel Show, the Juror of Awards shall make the necessary selections.

NWS (rev. 12/18) 12

ARTICLE IX. JURY OF AWARDS
Section 9.01. Annual Exhibition
One or more qualified persons who are not Signature Members of the Society shall be
appointed by the Board to serve as the Judge or Jury of Awards for the Annual
Exhibition. The Judge or Jury of Awards shall make the selection of award winners from
the paintings accepted for the IO Exhibit by the Jury of Selection.

Section 9.02. Awards in Other Exhibitions

In exhibitions other than the IO Exhibition, the President shall recommend a qualified
person who is not a Signature Member of the Society to serve as Judge of Selection
and Awards. Upon approval of the Board, that person shall be invited to so serve.

ARTICLE X. DEFINITION OF WATERCOLOR

Section 10.01.
Watercolor is currently defined as aquamedia, watercolor, acrylic and other water-
soluble media. The term "watercolor" shall exclude work in encaustic or oil. Each
Exhibition Prospectus shall define acceptable entries.

ARTICLE XI. OTHER EXHIBITIONS

Section 11.01. Scope
The Board may organize other exhibitions as it has the means to support. Such
exhibitions may include, but are not limited to, Membership Exhibitions, Traveling
Exhibitions, Theme Exhibitions, etcetera.

Section 11.02. Eligibility

Work by all members shall be eligible for such special exhibitions.

ARTICLE XII. AWARDS AND SPECIAL RECOGNITION

Section 12.01. Awards
The Board shall determine the number and type of awards to be made in each
exhibition.

Section 12.02. Special Recognition

The Board may at its discretion, confer special recognition, to be known as the NWS
Arts and Humanities Award, on a person or organization for outstanding contributions to
the Society itself or to the arts and humanities in general. The name of the recipients
shall be carried in the catalogue of the Annual Exhibition thereafter in the same manner
as are the names of the Past Presidents of the Society.

NWS (rev. 12/18) 13

ARTICLE XIII. AMENDMENT OF ARTICLES OR BY LAWS
Section 13.01. Initiation of Amendment
A proposal to amend the Articles or the By-Laws may be initiated by the Board of
Directors or by a Signature Member of the Society. The proposal shall be made in
writing, shall state the reasons for and the purposes of the proposed amendment and
shall set forth the proposed amendment in the specific language to be used if it is
adopted. The Article or the Section to be amended shall be designated. If the proposal
is being made by a Signature Member, it must bear the signatures of the Member and
fourteen (14) other Signature Members who support it.

Section 13.02. Time Limitations

Proposals to amend initiated by a Signature Member shall be received by the Board of
Directors not less than sixty (60) days prior to the Annual Business Meeting. An
amendment proposed by the Board shall be made not later than thirty (30) days prior to
the Annual Business Meeting. The Board shall, not later than fifteen (15) days prior to
the Annual Business Meeting, advise the Membership in writing of the proposed
amendment(s), including arguments pro and con.

Section 13.03. Discussion

Discussion of the proposed amendment(s) shall be included in the agenda of the Annual
Business Meeting. Minor changes in the wording of the proposed amendment(s) may be
made at that time if acceptable to the initiator.

Section 13.04. Vote of Membership

The amendments in the final form shall be on the ballot sent to the membership following
the Annual Business Meeting. An affirmative vote to amend by two-thirds (2/3) of the
Signature Members responding and returning the ballot shall be required for passage.

Section 13.05. Proposal to Amend Made at the Annual Meeting

Proposals to amend may also be made from the floor at the Annual Business Meeting,
but no action may be taken on the proposal until the Annual Business Meeting one year
thereafter, following the procedure outlined above for proposing and voting.

Section 13.06. Filing of Amendment

Amendments of the Articles of Incorporation approved by the membership shall be filed
with the Secretary of State of California, and a copy filed with the Recording Secretary
as part of the official Document of Record.

ARTICLE XIV. MISCELLANEOUS

Section 14.01. Corporate Seal

This Corporation shall have a seal which shall be specified by resolution of the Board of
Directors. The seal shall be affixed to all corporate instruments, but failure to affix it shall
not affect the validity of the instrument.

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