Policy and Procedures 2024

Women Artists of the West

Policies and Procedures Handbook 2024

Elise Mahaffie In Repose

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TABLE of CONTENTS

History of WAOW......................................................................................................................................4

Constitution and Bylaws (rev. 2020).....................................................................................................5

Job Descriptions:

Advertising Chair......................................................................................................................................18

Education Chair........................................................................................................................................23

Jury Administrator...................................................................................................................................24

Member Outreach....................................................................................................................................25

Membership Chair....................................................................................................................................27

President.................................................................................................................................................... 28

Recording/Corporate Secretary...........................................................................................................32

Scholarship Chair.....................................................................................................................................33

Show Chair.................................................................................................................................................34

Show Venue Chair....................................................................................................................................37

Sponsorship Chair....................................................................................................................................39

Treasurer..................................................................................................................................................... 40

Webmistress...............................................................................................................................................41

Lana Dunlap Littlest Cow Puncher

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CONSTITUTION AND BYLAWS WOMEN ARTISTS OF THE WEST, Inc. A California Nonprofit Public Benefit Corporation

WOMEN ARTISTS OF THE WEST (WAOW) is a non-profiit organization of 360 juried members across the United States, Australia, and Canada with the objectives of uniting women artists, elevating awareness of art created by women and encouraging technical excellence. WAOW supports members through education, workshops, and mentoring with a focus on encouraging both emerging and established artists in business and professional practices. WAOW members are publicly promoted through national advertising, exhibitions, online and social media. It is one of the oldest established organization dedicated to women artists in the nation.

ARTICLE I. NAME, LOCATION AND SEAL SECTION A. NAME The name of the corporation shall be WAOW, Inc. SECTION B. PRINCIPAL OFFICE The principal office of the corporation for the transaction of its business is located in Newport Beach, California in the County of Orange. SECTION C. CHANGE OF ADDRESS The county of the corporation’s principal address can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws. 414 San Bernardino Ave, Newport Beach, CA 92663 Date: Current as of November 24,2013 SECTION D. OTHER OFFICES The corporation may also have offices at such other places within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, desig nate. ARTICLE II. PURPOSES SECTION A. OBJECTIVES AND PURPOSES The primary objectives and purposes of this corporation shall be: 1. To unite professional women artists regardless of race, color, or creed, and develop a spirit of unity among WAOW members by providing opportunities to communicate freely with other artist members concern ing aspects of artistic professions 2. To promote individual excellence in the profession of fine art by sponsoring exhibitions, workshops, and educational opportunities in creating art, use of art materials, and proper business practices 3. To promote the general public’s appreciation of fine art created by women by expanding visibility of art work produced by women through advertising and exhibitions 4. To engage in any activities conducive to furthering the organization’s purposes, providing that such ac tivities may be lawfully carried on by an organization exempt from federal income tax under sections 501(c)(3) of the Internal Revenue Code of 1954, as amended by the corresponding provision of any future United States internal revenue law)

Deana Goldsmith Shadow Catcher

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ARTICLE III. CHARITABLE ACTIVITY RESTRICTIONS 1. No part of the net income of the organization shall inure to the benefit of or be distributable to its direc tors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives of this organization. No substantial part of the activities of the organization shall be carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office. 2. Notwithstanding any other provisions set forth in these Articles of Incorporation (or constitution), at any time during which it is deemed a private foundation, the organization shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subse quent federal tax laws; the organization shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue a. Code of 1986 or corresponding provisions of any subsequent federal tax laws; the organization shall not own any excess business holdings that would subject it to tax under section 4943 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the organization shall not make any invest ments in such manner as to subject the organization to the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws; and the organization shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding pro visions of any subsequent federal tax laws. 3. Notwithstanding any other provision of these articles (or constitution) the organization shall not conduct or carry on any activities not permitted to be conducted or carry on by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws, or any an organization contributions to which are to be deductible under section 170(c)(2) of such code or corre sponding provisions of any subsequent federal tax laws.

ARTICLE IV. DEFINITIONS SECTION A. WORK Any reference to Work herein shall pertain to the following: 1. Paintings executed in, but not limited to, the mediums oil, acrylic, watercolor, casein, tempera, and pastel; 2. Drawings executed in, but not limited to, the mediums pastel, ink, pencil, crayon, charcoal and scratch board; 3. Sculpture executed in, but not limited to, the mediums wood, metal, stone and clay; and 4. Original prints, hand-pulled by the artist. Note that this last category does not include copies and repro ductions of original work. SECTION B. ADHERENCE TO REQUIREMENTS The Board of Directors shall make final definition as to subject, medium, originality and suitability of Work sub mitted for jurying. SECTION C. CORPORATION Any reference to “corporation” or to “WAOW” herein shall pertain to WAOW, Inc. For marketing purposes, the corporation may use a fictitious name (DBA), duly registered, such as “Women Artists of the West” or “Wom en Artists of North America” in order to more accurately describe the artists, themes, or artistic composition of specific shows, exhibitions, etc. SECTION D. GOOD STANDING A member who has fulfilled all financial, exhibition and advertising obligations shall be known as a member in good standing. SECTION E. APPROVAL OF MEMBERSHIP Approval of membership shall mean approval by the Membership Screening Committee. ARTICLE V. DEFINITIONS LEVELS OF MEMBERSHIP SECTION A. MEMBERSHIP Membership shall consist of Associate, Signature, Life, Emeritus, Master, Honorary, Legacy and Contributing Patron. 1. Associate Membership a. Associate Membership shall be open to any women artists. b. Associate Membership is the entry level for WAOW artist membership. Associate Membership is attained through completing the application and being accepted by a jury comprised of WAOW members. c. An applicant shall present her application and required material for Associate Membership to the mem bership chairman for approval by the membership screening committee and for acceptance or rejection by major ity vote of the Board of Directors. d. The Associate Member is expected to exhibit her Work in at least one WAOW-sanctioned advertisement every two years. This can be either a WAOW group ad or a personal ad that mentions her WAOW membership. If a personal ad, an example of that ad must be sent to the Advertising Director as proof of participation. All ads must be placed in a nationally distributed art-related publication. e. The Associate Member shall have the capability for and use E-mail, enter shows online, and after accep tance to WAOW shall present the materials required to be represented on the WAOW website.

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f. The Associate Member may use the three-word phrase “WAOW Associate Member” in her advertising, resume and publicity, but may not use the WAOW symbol or logo in her advertising, resume and personal pub licity and may not sign the WAOW symbol on her Work. g. An Associate Member may seek Signature Membership according to the following criteria: WAOW Associate Member may seek Signature Membership by written application to the Board of Directors, provided that as an Associate she: (a) has exhibited a different Work in at least one sanctioned show, national or on line show, every two years for a period of three consecutive years, (b) has met the advertising requirements by participating in at least one group ad and/or one personal ad mentioning WAOW in a nationally-distributed art magazine according to the advertising requirements, (c) has an E-mail address and her own website in place and is adept at using them, (d) has the skills for online group communication and online show entry (or agrees to have qualified computer help), and (e) shall have been represented with images and biography on the WAOW Member web pages during her Associate Member term and shall continue that representation. (1) It shall be the responsibility of the Associate Member, and not of WAOW, to provide the documentation showing completion of requirements necessary to step from Associate to Signature Member. (2) Signature Membership level is granted through a juried process and is not automatic. The application for Signature Membership and images of the artist’s work will be evaluated by the membership screening committee and voted on by the Board of Directors. A majority vote of the Board is re quired to advance an Associate to Signature status. (3) If not accepted for Signature Membership, the Associate Member may reapply the following year and thereafter with new Work. She may request a written critique if not accepted to WAOW Signature status. (4) The Board of Directors reserves the right to advance an Associate Member who is deemed outstanding to early Signature step-up. An Associate Member would be considered for early step- up if she has shown a high degree of artistic technical skill and dedication of time and energy to WAOW for the betterment of the organiza tion. This decision will be made by a majority vote of the Board of Directors. (5) New Signature Members will be announced at the beginning of each year, or in special cases at the dis cretion of the Board of Directors. 2. Signature Membership a. The Signature Member is required to exhibit her Work in at least one WAOW-sanctioned advertisement every two years. This can be either a WAOW group ad or a personal ad that mentions her WAOW membership. If a personal ad, an example of that ad must be sent to the Advertising Director as proof of participation. All such ads must be placed in a nationally distributed art-relation publication. b. The Signature Member may use the phrase “WAOW Signature Member” and may use the WAOW logo in her advertising, resume and personal publicity, and may sign the WAOW symbol on her Work. c. The Signature Member is required to have an E-mail address, her own website in place and be adept at using them, and have the skills for online group communication and online show entry (or agree to have quali fied computer help). She shall also be represented with images and biography on the WAOW member web pages. d. If any of the requirements for WAOW Signature Membership are not met, the member may be dropped back to Associate Member level until she demonstrates the capacity required for Signature status, and then she may reapply for Signature Membership. The Signature Member shall maintain her own records of show and ad participation. 3. Master Membership a. WAOW Master Members shall come only from within the WAOW organization and may only rise to Mas ter according to procedure. Artists who are not already members of WAOW shall not be considered for Master Membership.

(1.) A Master candidate must be nominated for this honor by a current board member or current Master Mem ber. Nominated candidates for Master Membership must be currently active members of WAOW and shall have participated in shows and advertisements satisfying Signature Member requirements. (2.) A Master candidate may be nominated for this advanced status only after a minimum of four (4) years of membership which must include at least one (1) year as a Signature Member) (3.) Candidacy for Master Membership shall be based upon exceptional excellence of the member’s artwork, proficiency in her medium(s), and distinction through national recognition including awards bestowed by WAOW for work entered in WAOW annual juried exhibitions. She shall exhibit a consistent degree of success, merit, and professionalism in her career. Teaching and other contributions or service to the art community may be considered. (4.) An appointed screening committee will evaluate the qualifications of nominated candidates and present qualified candidates to be voted upon by both the board and current Master Members. The artist may be re quested to provide her record of WAOW shows and advertising, portfolio, resume, website and other materials for review. It shall be the responsibility of the artist, and not of WAOW, to provide the documentation show ing the applicant has completed the requirements necessary to step from WAOW Signature to WAOW Master Member. (5.) No more than two Master Members shall be chosen each year unless this maximum number is raised by (1.) The WAOW Master Member shall continue as an active member, showing new work and advertising every two years in WAOW-sanctioned shows and ads. Ads can be either a WAOW group ad or a personal ad that mentions her WAOW membership. If a personal ad, an example of that must be sent to the Advertising Director as proof of participation. All ads must be placed in a nationally available art-related publication. (2.) Master Members shall pay annual dues. Master Members may be invited to exhibit one painting in WAOW juried exhibitions without entering the jury pool. When general membership is allowed more than one accepted entry, a Master Member may elect to also submit to the jury and pay the required jury fee. (3.) The Master Member may use the phrase “WAOW Master Member” and use the WAOW logo in her adver tising, resume and publicity, and may sign the WAOW symbol or WAOWM on her Work. 4. Emeritus Membership a. Emeritus Membership shall be awarded for exceptional administrative service to WAOW. b. Emeritus Membership may be awarded on recommendation of the membership screening committee and by majority vote of the Board of Directors, and provided the worthy member has actively contributed sig nificant administrative or volunteer service to WAOW for a total of at least five (5) years, which does not need to be consecutive. c. Emeritus Membership shall be reserved as an honor for a qualified member of any membership level, including but not limited to one or more of the following levels of contribution: (1) Who has served as President (2) Who has given considerable administrative service as an officer or chairman (3) Who has continually shown a high degree of selfless dedication by working for the organization (4) Who continually volunteers within the group in any capacity or who has consistently been available and can be counted on to help when work needs to be done d. The WAOW Emeritus Member may either retain her membership without active participation, or she may be active within the organization to any degree she may choose. She may still serve as an officer, advisor or volunteer, show in WAOW shows and advertise in WAOW group ads, etc. e. The WAOW Emeritus Member is exempt from paying dues or show fees and will not be invoiced for dues or fees. She may voluntarily choose to pay her dues or fees. f. The Emeritus Member may use the signature “WAOW Emeritus Member” in her advertising and publicity and may sign the WAOW symbol on her Work. majority of board vote. c. Master Members:

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Legacy Member a. A Legacy Member is defined as a member who was instrumental in the founding of the WAOW group or who has been a member in good standing for more than 30 years b. Legacy membership is an honor bestowed upon members that fit these guidelines regardless of the artist’s level of WAOW status. There are no extra dues or fees imposed above required dues and fees already pertaining to the member’s WAOW membership level. Legacy Member status may be bestowed by the Board of Directors or applied for by a member in good standing who presents corroborating data that guidelines have been met. SECTION B. DISCIPLINE OR TERMINATION OF MEMBERSHIP Any member may be disciplined, suspended or expelled from the corporation on recommendation of the Board of Directors, by a majority vote of the Board of Directors, for any of these reasons: 1. Non-compliance with requirements for membership. 2. Delinquent dues or assessments, 60 days old. 3. Unprofessionalism which reflects unfavorably upon the corporation or any of its members. SECTION C. LEAVE 1. A member at any level who has attained at least one (1) full year of membership may request official leave if she is experiencing personal hardship or for other reasons deemed acceptable by the Board of Directors. 2. The member seeking leave shall request leave for one calendar year by submitting a request to the mem bership chair. Or upon learning of a member’s pertinent circumstance, leave may be recommended by a member of the Board of Directors. 3. Leave can be granted only through a majority vote of the Board of Directors. 4. The granting of leave will relieve the member of her show and advertising responsibilities during the period of leave. 5. The member must pay dues while on leave to maintain membership. SECTION D. VOTING RIGHTS Associate, Signature and Master Members in good standing, and Emeritus and Life members who are actively participating in the corporation, and any Honorary member serving in an elected or appointed position shall have equal voting rights on issues open to vote by the full membership. SECTION E. DUES AND ASSESSMENTS Associate, Signature and Master members shall pay annual dues in the amount voted by the Board of Directors. Emeritus, Life and Honorary members do not pay dues. All Board of Directors shall pay dues. The Board of Directors may make assessments when deemed necessary.

g. The Emeritus Member will be retained on the membership roster unless she notifies the Membership Chairman to remove her. h. After 25 total years of WAOW membership, the WAOW Emeritus Member may choose to become a WAOW Life Member upon complete retirement from the group. 5. Life Membership Items a. and b. pertain to Life Members designated prior to these 2008 Amended Bylaws. a. A Signature Member, because of dedicated service to the corporation, may become a Life Member upon the recommendation of the Board of Directors and the approval of the membership. b. Life Members may retain membership without the payment of dues and active participation in the cor poration. c. Items c. et seq. pertain to Life Members designated for 2008 and beyond. d. After at least twenty-five (25) years of active participation as a member in good standing in WAOW, any qualified member of Associate, Signature, Master or Emeritus Membership level, who wishes to become inactive and who has displayed dedication according to the goals and purposes of WAOW, may request to be retired from active WAOW membership to become a WAOW Life Member. e. The title of “WAOW Life Member” may be awarded upon review of the Membership Screening Commit tee and majority vote of the Board of Directors. f. Upon approval, the WAOW Life Member shall not serve, show or advertise in any WAOW capacity. She may retain this inactive membership title without the payment of dues, active participation, or with any further obligations by the member, or by WAOW. 6. Honorary Membership a. Honorary Membership shall be awarded to a non-member as an expression of gratitude for extraordi nary support or service to WAOW, on recommendation and majority vote of the Board of Directors. b. Honorary Membership in WAOW may be awarded to: (1) a non-member guest artist of eminent professional stature who is invited to a WAOW show (2) an entity or individual that generously supports the organization (3) a worthy dignitary who actively encourages or assists WAOW by their presence at show(s),etc. (4) any non-member individual or a non-member volunteer who consistently and willingly gives their sup port, time, and effort, or promotes, or assists WAOW without pay (5) a gallery owner or museum who provides a venue for WAOW show c. This level of membership has no time limit and entails no further obligations by either the Honorary Member or by WAOW. 7. Contributing Membership a. Contributing Membership shall be open to any person, business entity or corporation interested in encouraging Art by Women through financial contributions to WAOW for a calendar year or other 12-month period. There shall be a contact available on WAOW.org where donations can be sent. • Contributing Patron: Personal Donation of $100 or more • Contributing Business Entity: Donation of $1,000 or more • Contributing Corporate: Donation of $2,500 or more

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SECTION F. APPLICATION AND ACCEPTANCE TO MEMBERSHIP 1. Prospective members may only apply for Associate Membership and may be selected by the member ship screening committee according to compliance with the following stipulations: a. Application material and requirements to apply for WAOW membership can be downloaded from waow.org or requested by U.S. mail or E-mail from the membership chairman. All application forms will in clude the expectations and requirements associated with Associate and Signature Membership. b. Applicants must submit a completed application form prior to the deadline set by the Board of Direc tors. c. The application form must be accompanied by a minimum of six (6) images of current Work. (Current is defined as Work completed within two (2) years of the date of application.) d. The application form must be accompanied by a resume complete with brief biographical information and exhibition listings. e. A screening fee set by the Board of Directors must accompany the application form. f. Applicants will be informed of the Membership Committee’s decision by letter within two (2) weeks of the screening date. g. Successful applicants may participate in the next sanctioned show, providing that the entry deadline for said show has not passed. h. No non-member artist may be invited into the WAOW membership at any level without first passing through the proper jurying procedure. No offer of membership for any level may be offered to anyone for any length of time as a prize or enticement to join the group. i. Applicants to any higher level of membership shall know and adhere to the requirements set forth in Article IV of these bylaws as it refers to that next level. SECTION G. MEETINGS 1. Membership meetings shall be held during any sanctioned show if a quorum is in attendance and busi ness at hand deems it necessary. The highest-ranking Board member shall preside over these meetings and shall report the minutes of said meetings to the Board of Directors. Unofficial meetings may also occur that do not involve voting issues but merely serve as a gathering for members of all levels. 2. Special membership meetings may be conducted on the Internet through the official WAOW Web site and/or the WAOW list E-mailing system. 3. Special meetings of the Board of Directors may be requested by any officer and may be held at either a physical location or on the Internet. 1. Issues and measures approved at the above meetings which require a 2/3 vote of the membership shall be put to the membership annually or as deemed necessary by the Board of Directors, according to Article VI, Section B. of these bylaws.

ARTICLE VI. BOARD OF DIRECTORS SECTION A. ELECTED OFFICERS AND APPOINTED BOARD MEMBERS 1. Elected officers shall consist of the following voting members: a. President b. Vice President c. Corporate/Recording Secretary d. Treasurer 2. Appointed Board members shall consist of the following voting members: a. Advertising/Publicity Director(s) b. Advisor(s) (maximum of four) c. Education Director(s) d. Jury Process Director e. Membership Chair f. Scholarship Chair g. Show Chair (s) (1) Show Chair(s) voting responsibility ends after final show report i. Website Director 3. Non-voting but supporting members a. Bulletin Editor b. Geek Squad c. Group Email Coordinator d. Historian e. Membership Outreach Chair(s) f. Show Venue Chair g. Social Media Director h. Sponsorship Chair i. Assistant Chairs in any capacity 4.

All elected and appointed officers of the Board shall have equal voting rights on Board issues. Voting board members who receive a stipend are mandatorily excused from voting when the issue pertains to said stipend. 5. A quorum of the Board shall consist of seven (7) voting members. A majority vote of the Board shall consist of a simple majority (51%) of Board members present. 6. The number and title of Board members and/or supporting Board members is not fixed and may change from time to time. The President may appoint or the Board may elect an advisory group, which may consist of Board members and/or members not otherwise on the Board of Directors. Non-Board member advisors are not entitled to vote on Board issues. 7. If no member volunteers for the position of President of the corporation, then the Board may by a two thirds (2/3) vote of the entire Board elect to increase dues and hire an Executive Director who shall work in conjunction with the Board of Directors. SECTION B. ELIGIBILITY 1. Only members in good standing (Associate, Signature, Emeritus, Life, Master and Honorary) from the beginning of the fiscal year shall be eligible for election or appointment to the Board of Directors. 2. Upon resignation of an officer, a quorum of the Board of Directors shall appoint a replacement within thirty (30) days, to serve in that capacity for the remainder of the term. 3. If a Board member is absent for two (2) consecutive Board meetings without a good and sufficient reason, the office shall be declared vacant and a quorum of the Board of Directors shall appoint a replacement within thirty (30) days, to serve in that capacity for the remainder of the term.

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SECTION C. FUNCTION The Board of Directors shall have general supervision over all business of the corporation.

SECTION C. CORPORATE SECRETARY 1. She shall keep available a copy of the Constitution and Bylaws for reference at meetings 2. She shall conduct such correspondence as deemed necessary by the President 3. She shall choose such assistants as are needed, for appointment by the President. SECTION D. TREASURER 1. The Treasurer shall set up and maintain all money accounts and insurance accounts. 2. The Treasurer shall make a monthly financial report to the President 3. The Treasurer shall prepare quarterly financial reports for presentation to the corporation. 4. The Treasurer shall have a co-signer on all checks to individuals. Payments previously sanctioned by the board to companies rendering a service to the corporation may be sent electronically to expedite payment of bills. 5. The Treasurer shall choose such assistants as are needed, for appointment by the President. 6. The Trea surer shall work in cooperation with the WAOW Bookkeeper SECTION E. EXECUTIVE DIRECTOR 1. The Executive Director shall serve as national representative of WAOW in the pursuit of appropriate show venues, as well as publicity opportunities. 2. If elected from outside the membership, this individual may be a man, and he will not qualify to apply for artist membership. 3. She/he shall seek to promote WAOW in a positive manner on a national level. 4. She/he shall coordinate efforts of the show chair, show directors, the advertising director and the pub licity director as regards said show, publicity and promotional opportunities. 5. She/he shall choose such assistants as are needed, for appointment by the President. SECTION F. BULLETIN EDITOR 1. The Bulletin Editor shall assemble, edit and publish a quarterly bulletin to be sent to all members of the corporation, and to those other persons so designated by the Board of Directors. 2. She shall choose such assistants as are needed, for appointment by the President. SECTION G. PUBLICITY DIRECTOR 1. The Publicity Director shall promote publicity and public relations and coordinate the publicity for shows and exhibits. 2. She shall choose such assistants as are needed, for appointment by the President. SECTION H. ADVERTISING DIRECTOR 1. The Advertising Director shall promote and prepare paid advertising for the corporation on behalf of the membership. 2. She shall inform the membership of special advertising opportunities, especially those offering dis counts to WAOW members, with the assistance of the bulletin editor, the Web director and/or her own adver tising bulletins. 3. She shall supervise the advertising of shows, seminars, lectures, scholarship grants and demonstrations organized and promoted by the corporation. 4. She shall insure that the official WAOW symbol and reference to the official WAOW Web site be in-

ARTICLE VII. SELECTION OF OFFICERS SECTION A. NOMINATIONS 1. A slate of nominees shall be prepared by the nominating committee and published in the quarterly bul letin preceding the annual membership election. a. The President shall appoint the nominating committee chair. The chair shall choose two other members of the corporation (at least one of which must be a member not serving on the Board of Directors) to serve on the committee. 2. Further nominations may be made by letter to the secretary or from the membership at large prior to the election, providing that consent of the nominee has previously been obtained. SECTION B. ELECTIONS 1. The nominating committee’s selections will be published and mailed or e-mailed to the membership at least twenty-one (21 days prior to the date the votes will be counted. 2. A simple majority of votes collected shall elect a candidate. SECTION C. TERM OF OFFICE 1. Term of office shall be a maximum of two years, with the option to hold office for only one year. 2. Term of office may be extended by a majority vote of the membership. ARTICLE VIII. DUTIES OF ELECTED OFFICERS AND APPOINTED BOARD MEMBERS SECTION A. PRESIDENT 1. The President shall call meetings and have general supervision of the corporation. 2. She shall preside at all meetings of the corporation and the Board of Directors. 3. She shall sign all papers, contracts and documents required to carry on the business of the corporation. She shall jointly be responsible for the preparation of the annual financial report. 4. She shall appoint a bulletin editor, publicity director, advertising director, Web director, historian and such advisors, assistants and committee heads as are needed, with approval of the Board of Directors. 5. In the absence of an elected President, an Executive Director may assume and perform these respon sibilities under Article V.8. This Executive Director is a paid position hired from the outside, as opposed to an Executive Director that may serve on the Board when a President is in place. SECTION B. VICE PRESIDENT 1. The Vice President shall assume the duties of the President in her absence. 2. She shall search for and propose members to replace outgoing board members as needed, for appoint ment by the President or shall nominate a volunteer committee to search for qualified candidates.

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SECTION I. HISTORIAN 1. The Historian shall assemble material to keep a record of the history and development of the corpora tion. 2. She shall keep a file containing show announcements, invitations, advertisements, bulletins, bylaws and membership lists for future reference. SECTION J. WEB DIRECTOR 1. The Web Director shall assemble, edit and publish a Web site at the domain address www.waow.org for the benefit of the membership. 2. She shall monitor and maintain the Web site on a regular basis. 3. She shall choose such assistants as are needed, for appointment by the President. SECTION K. RECORDING SECRETARY 1. She shall keep an accurate record of the proceedings of all board and corporate meetings and shall pre pare copies for the corporate secretary. 2. She shall send a copy of the minutes to the president, bulletin editor, Web director, executive director, and board members. 3. She shall tally and record votes 4. She shall notify all applicants in writing of the decision of the membership screening committee SECTION L. MEMBERSHIP CHAIR 1. She shall keep a current record of members, including membership level and year of membership accep tance 2. She shall receive all Associate level applications for promotion to Signature level and submit them to the screening committee 3. She shall accept requests for leave status and shall report all such requests to the Board of Directors 4. She shall choose such assistants as are needed, for appointment by the President ARTICLE IX. SHOWS/EXHIBITS SECTION M. JURYING 1. All corporation shows shall be juried prior to the show. 2. The show committee and/or exhibit director shall have the authority to exclude from the show any Work that is improperly framed, not as represented in the submitted image or is otherwise unsuitable. 3. Disciplinary action will be taken, at the discretion of the Board of Directors, regarding any member who presents a Work for the jury which if accepted (a) is not subsequently shipped to the show or (b) while shipped, is not made available for sale through the show venue, unless NFS Work is permitted in the show prospectus. ARTICLE X. AMENDMENT TO THE BYLAWS These bylaws may be amended by a vote of two-thirds of responding members providing the proposed amend ment shall have been submitted to the membership in writing, at least fifteen (15) days in advance of the date when the vote is to be taken. ARTICLE XI. SUBJECTS NOT COVERED Robert’s Rules of Order shall be followed for detailed operating procedure when the above bylaws do not cover the subject.

JOB DESCRIPTIONS

Deborah Allison Hollyhock Baker

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NATIONAL ADVERTISING CHAIR As of this date, the National Ad Committee is comprised of several people working with the National Ad Director.(Director, Graphic Artist, Press Release Writer, Evites Crew and Boots on the Ground who live in the venue of a particular show) National Ads Acquire & Negotiate Bids and report bids to Board for National Advertising All bids are obtained in writing to ensure clear communications with magazines. National Ads usually include those for national shows and the Annual Guidebook for Art of the West (always published in January and supplied to major shows throughout the year) Make Calendar for press releases and editorials for shows by major magazines and report this information to those who are involved in those events (WAOW president for editorial interviews, press release writer, graphic artists for final due dates, etc.) Local Ads Coordinate with Local Boots on the Ground and/or show chairs and/or Venue for local advertising. This chang es every year. Press Releases – (usually a position of someone on the ad committee) NAD works with Press Release writer to assist in proofing and providing images for press releases. Also coordi nates with local “boots on the ground” and/or show chairs for press release to local venues. Makes Calendars for press release deadlines for the press release writer and follows up as a safety net on those deadlines. Ad Design & Writing of approval from Advertisers. NAD is responsible for Final Design approval (includes working with graphic designer) on design templates for ads and coordinate with Catalogue Designer for continuity for show. Usually before final approval, ad template is first coordinated with catalogue designer (currently Nori Thorne) and run by Show Chairs (sometimes venue) for the input and preferences. The final design is usually derived from the group’s input but the final-final design rests with the NAD. I always require final ad proof “OK” from each advertiser as it is the only way to address an issue if an error is made. I have always had myself, the graphic artist and at least 2 others review the ad spread for proofing. Still, I have made a few errors in the final ads (buck stops with the ad director) and when I do, the magazines have worked with me to make restitution that is satisfactory to the artist. Artists have made a few errors with their proofing too and the email chain has been helpful in reminding them their approval in written form. One reason why errors in the ad spreads can be a problem is the numerous drafts the ad spread may take, artists themselves making an error that we catch (but maybe not on the first draft) artists not catching an error on their own ad, the magazine not understanding the importance of the first page designation as a right or left lead start, one artist may have different images in different magazine spreads- all this is to say that errors will occur and that having an artist’s final approval in writing is very important. Sounds easy but several of WAOW artists do not check email daily and some of these approvals have to be chased.

Finally, it is easiest for the NAD to coordinate these proofs, have artists respond to the director with their “OK” or changes and then send these to the graphic artist to be done all at once. We try to get artists to cc the graphic artist on these changes but it doesn’t always happen. This way the NAD can always have those written approvals within her own files. Solicitations of Ads from membership The NAD provides information and schedules for ads to membership for WAOW National Show to webmistress (Currently Nori Thorne) for posting on website and collects information about who buys ads, size etc. for the graphic designer to use to build the ad and also updates the magazines periodically during the time ad regarding ad sales for Guidebook and WAOW shows. A spreadsheet example is at the end of the job description. These records are kept (for at least 2 years to document who purchased what as it may be relevant to whether a member has been in keeping with the bylaws of their membership status. Provide Images and/or editorial for shows The NAD provides images and editorial ( if quotes beyond that of WAOW president) is of interest for magazines or articles regarding WOAW shows. Show chair input is also sought and considered. As a matter of consid eration, I have tried to provide different images to different magazines and let the editorial writer or magazine choose the image they prefer for their show. I try not to duplicate images from the press release. This is in an effort to allow more images from members to be out there for consideration, affectionally known as “spreading the love”. I always try to let a member know if their image is in a “bank” for magazine consideration, this is a boost for confidence and it is good PR for WAOW even if their image is not chosen. This avoids criticism from some as the final decision for images chosen always rest with the magazine. The unwritten policy for images that are featured in WAOW first page ads prior to 2020 was to feature the pre vious year best of show and 1st place winner. In 2020, WAOW had a venue contract which restricted ad page images to those in the show (without a disclaimer) so this policy changed somewhat and each WAOW member had a bit more space than they paid for (because WAOW purchased a full page & did could not use it for the past years winners) and whoever purchased a half page who was also in the national show that year qualified for the opening page. These decision for first pages for 2020 were made by the ad director but were sent to show chairs for final approval. Budget The NAD provides proposed Budget(s) to board for any and all ads for considerations – both local and national. This is one reason it is so important to coordinate with boots on the ground of the venue. If the venue is good, then local print advertising or through distribution of postcards to businesses may be critical to turn out for the show. Such ads might include, local news, local social media sites, postcards mailed by venue or distributed by boots on the ground, large outdoor banners, billboards (2018), etc. It is important to coordinate these local venue efforts with the NAD to keep theme, color, etc. consistent and at a high professional level. The graphic artist helps exe cute some of these designs. In 2019, ads became more complicated with digital as well as print options so budgets starting in that year were provided with many options for the board to consider . Excel was used to make it easy to see what costs what and to easily drop or add data with a quick bottom line result as to the total budget.

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Ad Negotiations: The NAD job includes obtaining annual costs for ads but also involves requests for editorials and magazine awards for shows. I always get this in writing. As with many members, I also do group ads with other organi zations and I have learned that on the surface, their ad costs look lower than those quoted for WAOW. I have learned that in all cases (so far) that this is because that group contributes money to the overall ad budget to induce more artists to advertise. WAOW is the largest (nearly always) group ad for the year for each of the big 4 magazines we currently use: Fine Art Conn, Southwest Art Mag, Art of the West and Western Art Collector. We have also used Western Art & Architecture and American Art Collector in the past. For 2018, I believe we only used 3 of the big 4 magazines because Western Art Collector quoted prices were not competitive(so we sat out with them for 2018 and 2019). They gave a more competitive bid in 2020, so we went back to them. All this is to say that it is good to find out behind the scenes what other groups are being quoted and to be willing to sit out with a magazine if they become too high. Fine Art Conn. might be an exception because they speak to a different collector group than do Southwest Art Mag, Art of the West and Western Art Collector. Evites The NAD works with graphic designer and evite crew (for the past few years this crew has been the WAOW geek squad) Evites templates are coordinated with ad template and catalogue and that template is provided to the WAOW geek squad. Evites since 2018 were done for each individual artist to spotlight their work for their collectors. In 2020, WAOW coordinated a burst of evites posted by members on the same day to flood social media which did, indeed boost website interest on the WAOW.org site. Overview of Job In many respects this job is one of support, coordinating people whose jobs may overlap and making an at tempt to have the ad campaign meet with the approval and consensus of several people, particularly the local show chairs. This helps others invest their creativity and time and also acknowledges their contributions to WAOW. Including the Ad Director in Show Committee meetings as a source of info for all these moving parts is important. One of the most important aspects of the job is ensuring deadlines are met and supporting those volunteers who do these individual jobs on the NAC. In the end, the Ad Director has the final call on the ad campaign via the bylaws, but it is most important to step back and encourage others to participate in the process. The process is better for having several heads for thinking through issues and particularly for final approval on ad spreads – I am always amazed how an ad campaigned proofed by 3 women will invariably have yet a small error some where than an additional person will catch (hopefully). FILE RECORDS of ADVERTISING and other ways to avoid making an error. Detailed spreadsheet recording of who advertised what and where were kept by WAOW prior to 2018 when I stepped in and those were forwarded to me. I have kept records according to magazines and years but in 2018 (I think I made a master list that year) but in 2019, 2020 I have not created a Masterfile of who advertised for those years. It is just easier (if there is a question) to look in the magazine file for that year. The bylaws do require Signatures to let WAOW know their advertising history (requiring the member to advertise nationally at least once every 2 years).

Only 1 or 2 artists a year let me know their other advertising for WAOW and it is their responsibility to keep up with their “proof” of an ad. So, I am not sure that any records more than 2 years old would be of any need to anyone so I see no reason to spend extra time making master lists. Since I already have the records according to magazine, I think that it enough. When artists apply for Signature status, they are supposed to show their own proof of ads and I have never been asked to doublecheck their ad claims although it might be wise to start doing that. As of this time, WAOW does not actively audit Signature Members to see who has advertised or not and 2020 is not the time to start that… although that could be done in the future if the board wanted an audit. I under stand from the membership chair that if the ad requirement is not met, that the member can go back to associ ate status and that this has happened a few times. Setting up files online: I keep all the emails, proofs and images for each magazine separately. Example: AOTW, GUIDEBOOK 2019 – will contain everything incoming or outgoing on that magazine spread. AND, I keep

these spreadsheet in DROPBOX so the graphic artist can access them at any time. Below is a screen shot of a spreadsheet tab for Southwest Art Magazine ad.

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WAOW is assigned 1, etc. Info is added as ads come in Artist Name, medium, size, title, email for contact, URL for website, WAOW membership status, size of ad spelled out, telephone number in case quick call is needed during proofing stage, whether the image is good (correct size and in focus) . The last names and size of ads are kept on right side in a way than can be automatically alphabetized, it can be quickly referenced and we can always have an update of the current size of the ad. Magazines frequently ask about this and there are MANY times where in the magazine will have a different ad count than do I because the artist has contacted the mag azine instead of me or cancelled with the magazine and not told me. Believe me, that this saves so much time and avoids errors when hunting for ad info under pressure…. It also keeps the director from accidentally drop ping an ad. Right before each ad closes ( we like to have a rolling deadlines in keeping with the individual magazine dead lines) I send an email to the membership via groups with a list of names for a particular magazine saying this is my list of ads and if you want an ad in this magazine and your name is not on the list, let me know ASAP. This also helps the director not drop an ad. Billing and payments for Ads

EDUCATION CHAIR The Education Chair is appointed by the President and is a voting member of the WAOW Board. Duties include: Find and/or create articles that will educate and enrich the WAOW membership. Ask the membership what they would like to have articles about, and if they have educational articles or videos they would like to share with the membership. Submit said articles and/or videos to the web mistress to be added to the WAOW website. If needed, assist the National Show Chair with information, programs or videos that will benefit the WAOW membership during the show. This may include working with a videographer to have videos made of the awards ceremony and other events during the National Show. The WAOW critique groups fall under the Education Program and at this time are being managed by Vicki Pedersen.

Magazines are 100% responsible for billing the artist and their payment is directly to magazine. WAOW invoices ultimately need to go to treasurer and/or the additional person keeping up with WAOW accounting. They sometime come to the NAD first.

Magazine copy requests for Shows The NAD notifies the magazines of: 1. Number of complimentary copies needed for a show (for venue and/or goody bag) 2. Where to send the magazines. Sometimes, it is ok to send to the venue and sometimes not, so this info needs to be obtained by the NAD at one of the show committee meetings.

Jan DeLipsey Vermillion Escarpment

Addren Doss Sunshine on My Shoulder

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