By-Laws for Pastel Society Alaska

The principal office of the corporation in the State of Alaska shall be located in Wasilla, Alaska, and the mailing address is PMB 425, 3060 N. Lazy Eight Court, Suite 2, Wasilla, AK 99654. The corporation may have such other offices, either within or without the State of Alaska, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

Section 1.03. Registered Office/Agent.

The corporation shall have and continuously maintain in the State of Alaska a registered office, and a registered agent whose office is identical with such registered office, as required by the Alaska Nonprofit Corporation Act. The registered office may be, but need not be, identical with the corporation’s principal office in the State of Alaska, and the address of the registered office or identity of the registered agent may be changed from time to time by the Board of Directors in the manner prescribed by law.

Section 1.04. Purpose and Mission.

PURPOSE: Pastel Society Alaska corporation is organized exclusively for charitable, artistic and educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code for the purpose of instructing in and promoting art and fundraising for community and global fundraising initiatives.

MISSION: Pastel Society Alaska is a non-profit group whose members aspire toward excellence in pastel fine art, facilitate instruction opportunities with leading artists, desire collaborative camaraderie with other charitable groups, and fundraise for charitable non-profit community and global projects.

Section 1.05. No Earnings Shall Benefit.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions as set forth in Section 3.11 (below). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that aren’t in furtherance of the purposes of this corporation. (This is identical with the State of Alaska Pastel Society Alaska Articles of Incorporation Article 7.)

Section 1.06. Dissolution.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the judicial district in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. (This is identical with the State of Alaska Pastel Society Alaska Articles of Incorporation Article 8.)

ARTICLE II. MEMBERS

Section 2.01. Members.

Every person who completes a membership application and pays dues shall be a member of the Association.

A. Dues.

The president with the cabinet of officers of PSAK shall establish a schedule of annual dues for membership. These annual dues will cover the period from October 1 to September 30. Dues are nonrefundable and non-transferable. Dues paid by new members joining after April 1, shall be one half of the annual dues for that first year. There will be no other proration of dues for the new members joining PSAK.

B. Fees.

Fees for workshops and entrance to shows shall be determined by the Board of Directors upon recommendations of the appropriate committee’s chairman and are additional to membership dues. Scholarships or waivers for fees shall be determined by the Board of Directors.

Section 2.02. Annual Meeting.

The annual meeting of the members shall be held at least once each calendar year on a date and at a time to be determined by the Board of Directors or as required by the Alaska Nonprofit Corporation Act.

Section 2.03. Regular Meetings.

The agenda for the regular meetings may include, but is not limited to: welcoming new members and visitors, brief summary of recent organizational activities, announcements of upcoming activities, a demonstration, a critique session, or other program.

Section 2.04. Special Meetings.

Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4th) of all of the votes of the members of the Association.

Section 2.05. Notice of Meetings.

Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary, or person authorized to call the meeting, by providing copy of such notice, electronically, in accordance with the requirements of the Alaska Nonprofit Corporation Act to each member entitled to vote thereat, addressed to the members addresses last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 2.06. Virtual Conference Meetings.

The members may conduct a valid meeting of the members by communicating simultaneously with each other through means of conference telephone, video calling, or similar communications equipment. Participation in a meeting held by conference telephone, video calling, or similar communications equipment shall constitute presence in person at such meeting.

Section 2.07. Quorum.

The presence at the meeting of members entitled to cast, of 1/10th (one-tenth) of the votes shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 2.08. Membership Categories.

A. Regular or Full Membership.

A Full Member whose dues are current is entitled to vote, hold office, serve on committees, and participate in PSAK activities.

B. Student Membership.

Membership at a reduced fee is offered to individuals attending a fully accredited school on a full-time basis. Student members paying the required dues may participate in the Regular Membership activities.

C. Special Membership.

Special Members are privileged to state their special membership status in printed material. Regular or Student Members can qualify for elevated membership status in the following ways:

(i) Participating Member.

Member who has participated in four PSAK shows of any kind. This category would include non-juried shows and charitable art related events.

(ii) Juried Member.

Member who has been juried into three PSAK juried shows.

(iii) Member of Excellence.

Member who has been juried into three open PSAK juried shows or two open and two juried member shows.

(iv) Signature Member.

Member of Excellence who has received two awards in PSAK shows. Signature Members are privileged to use PSAK initials after their name and are eligible for an expanded listing on the PSAK website, with samples of their work displayed.

D. Honorary Membership.

Honorary membership may be conferred by the voting members on any person for outstanding service to PSAK. Honorary members shall have the right to attend meetings and to speak but shall be exempt from payment of annual dues and do not have voting rights.

E. Patron Membership.

Any person, business, organization interested in art may become a Patron Member by contribution to the PSAK of a sum not less than $100.00. Patron members shall have the right to attend meetings and to speak, but shall not be entitled to make motions, vote, or hold office.

ARTICLE III. BOARD OF DIRECTORS

Section 3.01. General Powers.

The business, affairs, and property of the corporation shall be managed by its Board of Directors.

Section 3.02. Number, Tenure and Qualifications, and Alternates.

The number of directors on the Board of Directors shall be at least three (3) and up to ten (10). Directors shall be elected for two-year terms at its annual meeting which immediately precedes the expiration of the Directors’ term in office, and shall hold office until their respective successors shall have been elected and qualified. At the Annual Meeting, the members may vote to increase the number of Directors. At such time as there are at least nine (9) Directors, the members may vote at the annual meeting to have staggered terms.

Section 3.03. Regular Meetings.

The annual Board of Directors Meeting shall be held on such date and at such time and place as may be determined from time to time by resolution of the Board of Directors, but in all events shall occur after the annual membership meeting. Additional regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of regular meetings shall not be required.

Section 3.04. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President of the Board of Directors, Secretary, or any two (2) directors. The person or persons authorized to call special meetings of the Board may fix the time and place for such special meeting of the Board of Directors called by them.

Section 3.05. Notice of Special Meeting.

Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail, email, telephone, or facsimile to each director at such director’s address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered upon confirmation of transmittal by such facsimile device. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 3.06. Waiver of Notice.

Any director may waive notice of any meeting by a written waiver, whether signed before or after the time stated in the applicable notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.07. Quorum.

A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum initially shall not be present at any meeting of the Board of Directors, a majority of those directors present shall have the power to adjourn the meeting from time to time, without notice, other than announcement at the meeting until a quorum shall be present. At such reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 3.08. Manner of Acting.

Each director is entitled to one vote. The affirmative vote of a majority of the directors present at a meeting (physically or electronically) at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 3.09. Vacancies.

Any director may resign at any time by giving written notice to the President of the Board of Directors, or Secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy occurring in a Director seat may be filled at any regular or special meeting by the Board or at a special meeting of the members called for that purpose. A director appointed to fill a vacancy shall serve the unexpired term of his or her predecessor.

Section 3.10. Virtual Conference Meetings.

The directors may conduct a valid meeting of the Board of Directors by communicating simultaneously with each other through means of conference telephone, video calling, or similar communications equipment. Participation in a meeting held by conference telephone, video calling, or similar communications equipment shall constitute presence in person at such meeting.

Section 3.11. Compensation.

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and reasonable expenses, including travel expenses, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.12. Informal Action by Directors.

Any action required by law to be taken at a meeting of directors or a committee of the Board of Directors, or any action which may be taken at a meeting of directors or a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors on the Board of Directors or committee, as the case may be.

Section 3.13. Removal of Directors.

Any individual director may be removed from office without assigning any cause, by the affirmative vote of two-thirds of the members. In the event a director is so removed, a new director shall be appointed by the Board of Directors as provided in Section 3.09 hereof. Any new director so appointed must comply with the qualification requirements set forth in Section 3.02 hereof.

Section 3.14. Presumption of Assent.

A director of the corporation who is present at a meeting of the Board of Directors at which any action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.15. Rules of Order and Procedure.

The Board of Directors shall have the power to establish rules of order and procedure to govern meetings.

ARTICLE IV. OFFICERS

Section 4.01. General.

The officers of the corporation, who shall be elected by the Board of Directors, shall be a President of the Board of Directors, Vice-President (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 4.02. Election and Term of Office.

The elected officers of the corporation shall serve two-year terms and shall be elected biennially by the Board of Directors at the annual Board of Directors Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Other elected or appointed officers shall be elected or appointed in the manner determined from time to time by the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified.

Section 4.03. Removal.

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in the Board’s judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4.04. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.05. President.

The President shall be the principal executive officer of the corporation and subject to the control of the Board of Directors, and shall in general supervise and control all of the business and affairs of the corporation. The President shall also be the President of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be retained by the Board of Directors or otherwise expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.06. Vice-President.

In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to the Vice-President by the President or by the Board of Directors.

Section 4.07. Secretary.

The Secretary shall be responsible for (i) keeping the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (ii) seeing that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) being custodian of the corporate records and of the seal of the corporation and seeing that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (iv) keeping a register of the post office address of each director and member of the Board of Directors which shall be furnished to the Secretary by such persons; and (v) in general, performing all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

Section 4.08. Treasurer.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.

Section 4.09. Assistant Treasurers and Assistant Secretaries.

If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

Section 4.10. Salaries.

The salaries of the officers, if any, shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that such person is also a director of the corporation.

Section 4.11. Conflict of Interest.

All Directors shall sign the PSAK Conflict of Interest Policy as acknowledgement of their responsibility to protect the non-profit and tax status of PSAK and to operate in a manner that ethically supports the purpose and mission of PSAK.

ARTICLE V. COMMITTEES

Section 5.01. Committees.

Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Members of such committee(s) shall be appointed by the Board of Directors, and the Board of Directors shall have the authority to remove any such member. The Director (or “Chair”) of each committee shall be selected by the Board of Directors.

Section 5.02. Quorum/Manner of Acting.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 5.03. Rules.

Each committee shall have the authority to adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 6.01. Contracts.

The Board of Directors may authorize any officer or officers, or agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.02. Loans.

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. As provided in Alaska Statutes Section 10.20.141, the corporation shall not make loans to its directors or officers.

Section 6.03. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, and in no case shall be signed by fewer than two (2) such officers or agents. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the corporation. For checks over the amount of $400.00, Board approval is required.

Section 6.04. Deposits.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6.05. Gifts.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation to the extent authorized by applicable law.

ARTICLE VII. INDEMNIFICATION AND INSURANCE

Section 7.01. Indemnification.

Directors and officers and former directors and officers of the corporation shall be indemnified to the fullest extent of the law as provided in Alaska Statute Section 10.20.011(14), or any successor provision or amendment thereto, against expenses actually and reasonably incurred by such person in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a director or officer of the corporation, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of his or her corporate duties.

Section 7.02. Insurance.

The corporation shall have power, to the extent permitted by the Alaska Nonprofit Corporation Act, and any amendments thereto, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 7.01.

ARTICLE VIII. MISCELLANEOUS

Section 8.01. Books and Records.

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors.

Section 8.02. Fiscal Year.

The fiscal year of the corporation shall begin on the 1st day of October and end on the 30th day of September of each year, unless the Board of Directors, by resolution, establishes a different fiscal year.

Section 8.03. Additional Policies and Procedures.

Policies and procedures consistent with these Bylaws and with the objectives of PSAK, embodying additional provisions for the governance of PSAK, shall be adopted and amended by the officers and considered official as long as they do not violate any federal, state, municipal laws or ordinances. Such policies and procedures and any changes made thereto shall be distributed to the members of PSAK with an official copy kept by the Secretary.

Section 8.04. Bylaw Amendments.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors, and ratified by the members at any membership meeting by a two-thirds (2/3) vote of the members present, entitled to vote and voting, provided notice of the substance of the amendments is submitted and communicated to the membership at least thirty (30) days before the day of such meeting.

CERTIFICATE

The undersigned President of PASTEL SOCIETY ALASKA, a non-profit corporation organized and existing under the laws of the State of Alaska, does hereby certify that these Bylaws of the corporation were duly adopted by the Board of Directors on the 24th day of August, 2022, at a meeting held in Matsu Valley, Alaska by a vote of ten in favor and zero opposed, and ratified by the members on the ________ day of September, 2022 at a meeting held in _______________, Alaska by a vote of _________ in favor and __________ opposed, with _________ total members in good standing and entitled to vote.

PASTEL SOCIETY ALASKA

________________________________

Linda Peters, President

ATTEST:

___________________________

Gina Parks, Vice-President

___________________________

Unfilled Position, Secretary