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Proposed Policies & Procedures and Proposed Bylaws
These have been approved by the Board and pending general membership approval at Annual Meeting on May 1, 2024.

WSAS Policies & Procedures

1. Members may bring additional guests to lectures for a fee of $5 per guest per lecture. (March 2023)

2. There shall be no refunds for events. (2022)

3. If an organization member has paid for an event and cannot attend, another member or guest of a member may take that place. However, that place shall be paid for by the original registrant’s check previously received. (2022)

4. WSAS will comply with federal, state, and local Covid protocol as it relates to masking, social distancing, and capacity. WSAS will update its protocol as needed. Members will be advised of any changes in protocol. (August 2022)

APPENDIX A

CONFLICT OF INTEREST POLICY
This conflict of interest policy is designed to help officers and board members of the West Suburban Art Society (WSAS) identify situations that present potential conflicts of interest and to provide WSAS with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though an officer or board member has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this policy.

1. Conflict of Interest Defined.

For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

A. Outside Interests—An Agreement or Transaction between WSAS and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is an officer, board member, committee member, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.

B. Outside Activities—A Responsible Person competing with WSAS in the rendering of services or in any other Agreement or Transaction with a third party or a Responsible Person’s having a Material Financial Interest in; or serving as an officer, board member, committee member, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with WSAS in the provision of services or in any other Agreement or Transaction with a third party.

C. Gifts, Gratuities and Entertainment—a Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that does or is seeking to do business with, or is a competitor of WSAS; or has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from WSAS; is a charitable organization; under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of WSAS.

2. Definitions.

A. “Conflict of Interest” is any circumstance described in Part 1 of this Policy.

B. “Responsible Person” is any person serving as an officer or member of the board of directors or committee member of WSAS.

C. “Family Member” is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.

D. “Material Financial Interest” in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation. (The board may wish to establish an amount that it would consider to be a “material financial interest.”)

E. An “Agreement or Transaction” is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, or the establishment of any other type of pecuniary relationship by WSAS. The making of a gift to WSAS is not an Agreement or Transaction within the meaning of this document.

3. Procedures.

A. Before board or committee action on and Agreement or Transaction involving a Conflict of Interest, an officer, board member, or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.

B. An officer, board member, or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

C. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.

D. A person who has a Conflict of Interest with respect to an Agreement or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Agreement or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of WSAS has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors.

E. Responsible Persons who are not members of the board of directors of WSAS or who have a Conflict of Interest with respect to an Agreement or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to an Agreement or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect WSAS’s participation in such Agreement or Transaction.

F. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.

4. Confidentiality. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of WSAS. Furthermore, a Responsible Person shall not disclose or use information relating to the business of WSAS for the personal profit or advantage of the Responsible Person or a Family Member or the Responsible Person’s company.

5. Review of Conflict of Interest Policy.

A. Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.

B. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for- profit organization, or ownership of a business that might provide goods or services to WSAS. Each Responsible Person should also disclose to the board of directors any potential Conflict of Interest that may arise during the course of the year between the submission of annual disclosure forms. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the President and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.

C. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.

Amended March 16, 2023
Approved October 10, 2023

WSAS Bylaws

Pending General Membership Approval
at Annual Meeting 5/1/2024

ARTICLE I – NAME

The name of the organization shall be West Suburban Art Society, Inc.

ARTICLE II – PURPOSE

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

ARTICLE III – MEMBERS

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

Section 2 Dues shall be established annually by the Board.

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

ARTICLE IV – OFFICERS

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

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

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

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

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

Article V – Elections

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

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

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

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

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

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

ARTICLE VI – BOARD

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

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

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

ARTICLE VII –COMMITTEES

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

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

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

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

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

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

ARTICLE VIII – MEETINGS

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

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

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

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

ARTICLE IX – FINANCES

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

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

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

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

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

ARTICLE X – PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall govern all meetings.

ARTICLE XI – DISSOLUTION

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

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

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

ARTICLE XII – AMENDMENTS

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

ARTICLE XIII – CONFLICT OF INTEREST POLICY

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

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

AMENDED MARCH 16, 2023

Revisions presented to Board September 12, 2023 and approved October 10, 2023

Revisions presented to Board January 30, 2024 and approved February 20, 2024