BYLAWS

OF

Women’s Fiction Writers Association

 

ARTICLE 1

Name

 

The name of this corporation (sometimes referred to as “WFWA”) is:  Women’s Fiction Writers Association.

 

ARTICLE 2

**Purposes and Limitations**

 

Section 2.1.        The corporation is hereby organized for the following purposes:

 

2.1.1.         A community for women's fiction writers, providing networking, education, and continuing support in their career growth; and

 

2.1.2.         To carry on such other activities as are permissible for a nonprofit corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (“IRC.”)

 

Section 2.2.        Notwithstanding any other provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under IRC Section 501(c)(6) or by a nonprofit corporation formed under the laws of the state of incorporation (the “State Law.”)

 

ARTICLE 3

Members

 

Section 3.1.        Members.  There shall be one class of membership, although additional classes of membership may be created by amendment.

 

Section 3.2.        Membership Eligibility.  All individuals who have attained the age of 18 and who agree to accept the purposes of this Association, faithfully observe and be bound by these Bylaws shall be eligible to apply for membership.  Membership shall not be denied to adults because of race, color, gender, age, religion, national origin, marital status, sexual preferance, disability, or political affiliation.

 

Section 3.3.        Determination of Membership Dues and Obligation to Pay.  The Board of Directors shall fix the amount of annual membership dues. Increases require a majority vote by the Board. Dues shall be paid on or before the due date approved by the Board of Directors.  Dues are not refundable for any reason.

 

3.3.1  Renewals. Members will be prompted to renew membership annually on the anniversary of their joining.

Section 3.4.        Termination of Membership.

 

3.4.1.         Automatic Termination.  Membership in this Association shall be terminated immediately if a member does not pay his or her membership dues, in full, by the due date established by the Board of Directors.  Membership shall also be terminated immediately upon a member’s death, or submission of written notice of membership resignation.

 

3.4.2.         Termination After Hearing.  The Board of Directors may, by two-thirds vote, terminate a member’s membership for cause after an appropriate hearing.  Grounds constituting “cause” shall consist of:  (1) admission of an act of plagiarism or copyright infringement or losing a plagiarism or copyright infringement case in a court of law; (2) misrepresenting membership qualifications; (3) failing to pay, following receipt of written demand, conference or other financial obligations due the Association; (4) persistent verbal or physical conduct of an offensive nature that disrupts the Association’s ability to operate or function; (5) misuse or unauthorized use of Association property and/or records; or (6) illegal conduct in an election.  Such member shall be given reasonable notice thereof and shall be entitled to a hearing before the Board of Directors at the next regularly scheduled meeting of the Board of Directors, at which the member shall have an opportunity to respond and present evidence on all issues involved.

 

3.4.3.         Appeal Rights.  An individual whose membership is terminated pursuant to Section 3.4.2 may appeal the decision of the Board of Directors by paying any financial obligations listed in the reasons for termination and by writing to the Appeals Committee within one year after the date of termination.  Upon consideration of the written appeal, and by a majority vote of the Appeals Committee, the Appeals Committee may recommend that the Board reinstate such member.  The member must receive a majority vote of the Board to be reinstated.  A member whose appeal is denied may reapply for membership at yearly intervals thereafter.  A reinstated member shall not be entitled to receive retroactively the benefits or privileges lost as a result of his or her termination of membership.

 

3.4.4.  Financial Obligations.  Termination of membership does not extinguish any member’s existing financial obligations to the Association.

 

Section 3.5.        Voting Rights.  Only Members in good standing shall be entitled to vote on all matters submitted to a vote of the membership, including the electionof officers and directors, and each member is entitled to one vote on each such matter.

 

Section 3.6.        Membership Benefits.  All members of the Association shall have the right to receive or access benefits offered by the Association. Members shall also be eligible for such other rights, privileges, and benefits as may be determined from time to time by the Board of Directors.  Members may not transfer either membership or membership benefits to another person.

 

 

ARTICLE 4

Officers

 

Section 4.1.        Officers.  The officers of this corporation shall be the President, Vice President-Programs, Vice President-Communications, Vice President-Finance/Treasurer, Secretary, and Guiding Scribe, and shall be elected or appointed according to the provisions set forth in these Bylaws.

 

Section 4.2.        President.  The President shall serve as spokesperson for the Association; call, set the agenda for, and preside over all meetings of the Board and the members; appoint, with Board approval, such committee chairs as may from time to time be necessary; serve as a nonvoting ex-officio member of all committees (or assign another Board member to do so); execute Association business as specified by the Board; appoint, with Board approval, qualified members to fill any officer or director vacancies; and coordinate all activities and fulfill any other obligations designated by the Board. Unless the Board otherwise approves by majority vote, candidates for the President position shall have served on the Board for at least 1 full year in the last 5 calendar years prior to appearing on that year’s election slate.

 

Section 4.3.        Vice President-Programs.  The Vice President-Programs shall assume the duties of the President and preside over all meetings of the Board and members in the absence of the President; be responsible for planning and overseeing all program-related activities undertaken by the Association, including those at regular meetings, workshops, and conferences; and fulfill any other obligations designated by the Board. Unless the Board otherwise approves by majority vote, candidates for the Vice President-Programs position shall have been an active volunteer leader for the organization for six months prior to appearing on that year’s election slate. For purposes of Section 4.3, active volunteer leader positions are defined to mean a Board Position, or Chairing or Co-Chairing a key program for the organization.

 

Section 4.4.        Vice President-Finance/Treasurer.  The Treasurer shall be responsible for collecting dues; notify the Board of delinquent members; supervise the collection and disbursement of Association funds; keep the financial records of the Association in good order; work with the Secretary and Membership Chair in maintaining the list of Association members; provide an accurate and up-to-date financial statement to the Board at least every six months; present the annual audited report to the members and, if required; and fulfill any other obligations designated by the Board of Directors. The Board can appoint, upon the recommendation of the President, an Assistant Treasurer to assist in the duties of the Vice President-Finance/Treasurer.

 

Section 4.5.        Secretary. The Secretary shall be responsible; record the minutes of all meetings of the Board of Directors and the membership; keep Association records, including copies of newsletters, communications, Association business correspondence, committee reports, and all other official documents; mail notices; and fulfill any other obligations designated by the Board of Directors.

 

Section 4.6     Vice President-Communications. The VP Communications shall be responsible for the overall messaging for the Association, maintaining consistency in all internal and external communications; overseeing all communication vehicles including the quarterly magazine and weekly e-blasts; and ensuring that the Association website is up-to-date. The VP Communications will work closely with the President in identifying opportunities for message dissemination and promotion of the Association, as well as fulfill any other obligations designated by the Board. 

 

Section 4.7.    Past Presidential Advisor. The Past Presidential Advisor is a non-voting position which may be served by a prior president only. This is an appointed advisory member to the Board, chosen by the incoming President, and voted on by the Board. This will assure continuity, given that the Board could change all members each year.

 

Section 4.8         Guiding Scribe. The Guiding Scribe shall serve as a respected guiding voice within this Association. The Guiding Scribe will be published in the genre of women’s fiction. She/he will offer advice at meetings and through Quarterly column in Write On! E-magazine and in posts on the WFWA website and Facebook group in order to best serve the needs of all writers working within the genre of women’s fiction. This is an appointed advisory member to the Board, chosen by the incoming President, and voted on by the Board. This is a non-voting position.

 

Section 4.9         Delegation of Duties.  The duties of any officer may be delegated to another officer, director, Association member, or contractor retained by the Association to perform such duties, but any such delegation of duties shall not relieve the officer of any responsibilities imposed upon such officer by law or by these Bylaws. Any Officer whose duties are delegated shall supervise and approve the actions of the individuals actually performing such duties.

 

 

ARTICLE 5

Board of Directors

 

Section 5.1.        General Powers.  The Board shall manage the business and affairs, and carry out the objectives and purposes, of the Association subject to the limitations imposed by these Bylaws and applicable law.  The Board of Directors may exercise all powers of the corporation except to the extent reserved to the members in these Bylaws and the Articles of Incorporation of the Association.  The Board shall at all times act in the best interests of the Association while conducting the business of the Association.

 

Section 5.2.        Composition. The voting members of the Board of Directors of the Association shall consist of the five elected officers of the corporation.  In addition, the following shall serve as nonvoting liaisions or advisors to the Board: a past President, with the restriction that no President who resigns or is removed from office prior to completing his or her term shall serve in this capacity.  Nonvoting Board members may attend all Board meetings but cannot vote. Other nonvoting Association members may be called upon by the board to offer advice, at the board’s discretion.

 

Section 5.3.        Removal or Resignation of Directors.

 

5.3.1.         Automatic Removal.  Any director who fails to maintain membership in the Association (by payment of annual dues in a timely manner) shall be automatically removed from office, without any vote of the Board of Directors. 

 

5.3.2.         Removal for Cause.  By the affirmative vote of at least two-thirds of the voting members of the Board of Directors, any director may be removed from office for cause, which shall be defined to mean gross misconduct or gross dereliction of duty as a director.  Any such vote and removal shall occur only following a hearing conducted pursuant to the procedures set forth in Robert’s Rules of Order Newly Revised (specifically including the right to 10 days’ prior notice of such hearing and the right to attend, present evidence, and vote at such hearing).  Any director removed from office by action of the Board shall have the right to appeal by writing to the Appeals Committee no more than 10 days after such hearing, pursuant to reasonable procedures determined by the Board of Directors and consistent with the then-most current edition of Robert’s Rules of Order Newly Revised. 


 

 

5.3.3.         Recall.  Any director may be removed from office by membership recall at any time, with or without cause.  A recall election shall be initiated by filing with the Board an appropriate Petition for Recall signed by at least 10 percent of the Association’s General members.  Upon receipt of such petition, the Board shall promptly schedule a recall election.  A director is recalled if a majority of the eligible votes cast in the recall election vote in favor of recall.

 

5.3.4.         Resignation. Any Director may resign at any time by delivering written notice to any other member of the Board of Directors.  Any such resignation shall be effective and binding upon receipt or, if a later time or date is specified in such resignation, at such later time or date.  Resignations may not be rescinded.

 

Section 5.4.        Vacancies. Except asdescribed below regarding the office of President, any vacated Director position shall be filled by appointment by the President, subject to approval by a majority vote of the Board of Directors, as promptly as reasonably possible.  Any such appointee to a vacant position shall serve the remainder of the unexpired term for that position.

 

5.4.1.         Eligibility.  Only General members of the Association not currently serving in a Board position are eligible for appointment to a vacant position.

 

5.4.2.     Vacancy in the office of the President. If the office of President becomes vacant, the Vice President-Programs shall assume the office of President, and the position of Vice President-Programs shall be filled by appointment in the manner described above.  If at any time both such positions are vacant, the Board shall appoint a new President (who may but need not be a member of the Board of Directors at the time of appointment) and a new Vice President-Programs to serve until the next regular election.

 

Section 5.5.        Resolution of Disputes.  The Board of Directors shall make the final decision in all disputes among committees, Board members, and members concerning Association functions and business.

 

Section 5.6.        Quorum.  A quorum of the Board for the conduct of business shall consist of at least (3) three officers in attendance.

 

ARTICLE 6

Advisory Board

 

 

Section 6.1. Composition. The incoming Board shall have the power to appoint members to an Advisory Board comprised of both members and non-members of the WFWA. The total number of members of the Advisory Board shall not exceed 5. The Board shall seek to fill the Advisory Board with publishing industry leaders, experts, and consultants who are not being paid by the organization who can lend experience and guidance to the organization. To the extent possible, a founding member and/or past president shall be seated on the Advisory Board at all times.  Former members who have resigned or who have had membership privileges revoked shall not be eligible for Advisory Board positions. Prior Board members who have been removed for cause shall not be eligible for Advisory Board positions.

 

 

6.2. Non-Voting Rights. Advisory Board members shall not have voting rights in the organization. Advisory Board members shall not have access to members-only programming and/or meetings, unless invited by the Board.

 

 

 

 

6.3 Terms. Each advisory Board member shall serve for a minimum of two and not longer than three consecutive years.

 

 

 

 

ARTICLE 7

Elections

 

Section 7.1.        Election Procedure. 

 

7.1.1.         Nominating Committee.  In August, the Board will assemble a Nominating Committee.  Such committee shall be comprised of one Board member, who shall serve as chairperson, and at least one other association member who is not a director.  In addition, if the immediate past President (or another past President) is willing to serve, such individuals may also serve on the Nominating Committee.


 

7.1.2.  Nominations.  The Nominating Committee shall recommend and solicit names for the slate of the following year’s officers, secure consent from each individual nominated, and present this slate to the Board, in the Association newsletter, and on the Association website.  Nominations can be made from the floor only if the nominee consents to serve, if elected, in person or in writing prior to the meeting.  Any changes to the slate must be made and forwarded to the Vice President-Programs by the deadline for publication of the November newsletter and shall also be updated on the Association website.

 

7.1.3.         Election.  The members of the Association shall elect the officers of the Association.  Candidates for office shall be voted on by General members of the Association through an online poll in November, which will be announced to each member via email (mandatory), and through the newsletter and online (mandatory) when the poll opens. Each poll shall be open for seven full days and close after exactly one week. A majority vote is required to elect officers. 

 

Section 7.2.        Qualifications. In order to be eligible for a Board position (whether elected or appointed), a candidate must be a General member in good standing of the Association immediately preceding filing for office.

 

In addition, a candidate for Treasurer should ideally possess a strong business and financial background—though anyone lacking experience may be at least temporarily paired with someone possessing that experience, so that they may learn from that person.

 

Section 7.3.        Term Lengths and Limitations. 

 

7.3.1.         Length and Commencement of Term.  Officers and directors shall be elected to a one-year term, commencing on the January 1 immediately following each election.  Prior to taking office, the incoming Board can discuss informally the following year’s goals, activities, and related matters, but it has no power to take formal action on any matter until it takes office.

 

7.3.2.         Limitation on Number of Positions.  An individual may hold only one Board position at any time, and no candidate may run for more than one position at a time, but officers and directors may run for office while serving on the Board.

 

7.3.3.         Limitation on Number of Terms.  Any individual who has served three consecutive years on the Board must vacate the Board for one year prior to serving on the Board of Directors again.


 

 

ARTICLE 8

Meetings

 

Section 8.1.        Meetings of the Membership.

 

8.1.1.         Association Meetings.  All Association members shall be welcome to attend any in-person gatherings of the membership if any.

 

8.1.2.         Special Meetings.  Special meetings of the membership may be called by the Board of Directors or by at least 10 percent of the General members, by electronic petition “signed” by such members and delivered to any Board member. The Board of Directors shall fix the time, date, and place (including an online meeting) for all special meetings, but a special meeting called by General members shall be held not later than 90 days after receipt of a petition properly filed by members. Special meetings may be held electronically via electronic chat room. 

 

8.1.3.         Notice. Notice of all meetings of the membership shall be given to each member of record not less than 10 days before the date of such meeting, via email and through the newsletter and on the members only portion of the WFWA website. Each such notice shall include the time, date, place, and (if any matters may require a member vote) the matters on which the General members of the Association may vote.  All meetings may be held electronically via electronic chat room.

 

8.1.4.         Quorum. Members holding 10 percent of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the membership.

 

8.1.5.         Manner of Acting.  All elections and all decisions requiring a vote by the General membership shall be held via poll.  Each poll shall be open for seven full days and announced via email, and through the newsletter and in the member section of the WFWA website.  The Poll shall close exactly one week after it opens, and a majority vote of the members voting shall be the act of the members.

 

8.1.6.         Proxies. At any meeting of members, a General Association member may vote either in person or by written proxy signed by such member, which proxy shall assign voting authority to another voting member.  Each proxy shall be revocable.

 

8.1.7.         Minutes. Minutes of each meeting of the members shall be recorded by the Secretary and made available to the members within two weeks thereafter.

 

Section 8.2.        Meetings of the Board of Directors. The Board of Directors shall meet at such time and date agreed to by a majority of the Board, but no less than four times per year.  The Board may also conduct business by videoconference and teleconference, or through other online means including email, when necessary.


 

 

    8.2.1.     Notice. Each General Member and each member of the Board of Directors shall be given notice of any Board meeting at least 10 days before the date of such meeting. Such notice shall be by announcement on the WFWA website and/or by e-mail.

 

8.2.2.         Quorum. A minimum of three  board members, shall constitute a quorum for the transaction of business at any meeting of the Board.

 

8.2.3.         Manner of Acting.  A majority vote of the voting members of the Board of Directors present at a duly called meeting of the Board at which a quorum is present is required to take action, unless the act of a greater number is required by law, by the Articles of Incorporation or by these Bylaws. Directors cannot vote by proxy or by secret ballot.

 

8.2.4.         Meetings by Telephone Conference or Other Remote Communications Technology.  To the extent permitted by the State Law, directors may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, but only if (i) each Director entitled to participate in the meeting consents to the meeting being held by the means of that system, and (ii) the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other. 

 

8.2.5.         Action without Meeting.  Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is provided by all directors.

 

8.2.6.         Attendance by General Members.  General members may attend any Board Meeting and/or ask for, and receive a copy of the Board’s meeting minutes unless the Board conducted an Executive Session.

 

8.2.7.         Minutes. Minutes of each meeting of the Board of Directors shall be recorded by the Secretary and made available to the members within two weeks of the meeting unless the Board conducted an Executive Session.

 

 

Section 8.3      An Annual General Meeting (AGM) shall be held yearly. The date and time of the AGM shall be conveyed to the Membership no less than thirty (30) days prior to the AGM. The Agenda for the AGM shall be conveyed to the Membership no less than thirty (30) days prior to the AGM. All General Members may attend the AGM. The AGM is to be held during the annual WFWA retreat. If a retreat is not being held, the AGM may be held telephonically.

 

Section 8.4         Waiver of Notice. Whenever any notice is required to be given, an emailed waiver of such notice from the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting constitutes a waiver of notice of such meeting unless the person attends such meeting solely to object to the transaction of any business on the ground that the meeting was not lawfully called or convened.


 

ARTICLE 9

Committees

 

Section 9.1.        Committees Generally.  The Board shall have the right to designate any committee deemed necessary to conduct the affairs of the Association.  These committees shall remain under the direction of the Board but shall not have the authority of the Board.  After assuming office each year, the President shall appoint the committee chairs, subject to Board approval, unless otherwise indicated in these Bylaws, and except that the Board shall approve the Nominating Committee chairperson in August, and shall approve other committee-chairperson vacancies as they arise.  The committee chairs shall appoint their individual committee members unless otherwise indicated in these Bylaws.  No activity shall be undertaken by any committee without the specific approval of the Board, except to the extent permitted by these Bylaws.  No committee shall have a separate budget unless the Board approves such a budget.  Committees may include the following:

 

9.1.1.         Appeals Committee.  The Appeals Committee shall consider appeals of Board decisions regarding (A) expulsions from membership or (B) removal from office of a Board member by an action of the Board.  The Appeals Committee is not authorized to consider appeals of any other matters.  The Appeals Committee shall be chaired by a director other than the President and shall be composed of four Association members in addition to such director, chosen by drawing from among all the Association members.  Such drawing can be held either at the first membership meeting of each fiscal year or when a matter arises that requires the Appeals Committee.  If a member who is chosen refuses to serve, or if a member has a conflict of interest with regard to an appeal, an alternate shall be selected.  In all matters brought before the committee, the decision of the majority of the committee with all six members voting shall recommend action, and that recommendation shall be presented to the Board for a vote.  The decision of a majority of the Board with a quorum present shall be final.  All deliberations of the committee shall be confidential.

 

9.1.2.         Nominating Committee.  The Nominating Committee shall be selected and shall perform the duties described in Section 6.1.

 

9.1.3.         Other Committees.  Other committees shall be appointed as necessary by the Board and may include a Program Committee, Workshop Committee, Contest Committee, Long-Range Planning Committee, Bylaws Committee, Policy and Procedures Committee, Communications Committee, Publicity Committee, Website Committee, Newsletter Committee, and Membership Committee.


 

ARTICLE 10

Compensation and Reimbursement of Expenses

 

No officer, director, or committee member shall receive, directly or indirectly, any salary or compensation for his or her services; however, the Association may reimburse certain Association-related expenses incurred by officers, directors, and committee members, as approved by the Board of Directors.

 

ARTICLE 11

**Inurement**

 

All dues collected and other income of the Association must be used for the purpose of the Association and shall not be to the financial benefit of, or distributed to, any individual member, but the Association may pay reasonable compensation for services rendered by contractors and others.  No Association funds shall be used for any “hardship” or similar fund for Association membership dues (or any similar expense) of any individual Association members are paid, but the Association can agree to administer any such fund if it is funded entirely through donations by individual members or others.

 

ARTICLE 12

Finances

 

Section 12.1.      Fiscal Year.  The fiscal year of this corporation shall begin on January 1 and end on December 31. The VP-Finance/Treasurer will keep financial records for this period annually.

 

Section 12.2.      Association Funds.  All Association funds must be deposited in an account designated by the Board of Directors, and the Association shall adopt and maintain an acceptable accounting system with appropriate checks and balances to safeguard Association funds.  The Treasurer and one additional officer approved by the Board shall be authorized to sign Association checks and/or make any necessary electronic payments on behalf of the Association, but only one signature at a time shall be required on any checks.

 

Section 12.3.      Budget.  In November, the outgoing Board of Directors shall meet to draft an annual budget, based on estimated income and expenses (not to begin until after one full year of Association business).  The budget shall be finalized and approved by the incoming Board by January 31.  Thereafter, the budget may be amended by a majority vote of the Board when necessary and for good cause.  The members shall be informed of the budget at or before February, and following any amendment of the budget, at the first meeting after such amendment.  Funds shall be disbursed in accordance with the annual budget.  Any expenditure not listed in the budget must receive the approval of a majority vote of the Board before being paid by the Treasurer.

 

Section 12.4.      Contracts.  The Board of Directors may authorize any officer or officers to enter into any contract or execute or deliver any instrument in the name of and on behalf of this corporation.  Such authority may be general or confined to specific instances.

 

Section 12.5.      Books of Account; Audit.  The books of account shall be open for inspection by any member or a member’s legal representative at all reasonable times and with reasonable advance notice. The annual report of the Treasurer shall be audited not less than annually by a committee appointed by the Board of Directors or, upon a majority vote of the Board, may be audited by a professional.

 

ARTICLE 13

Books and Records; Property

 

Section 13.1.      Books and Records.  The Association shall keep correct and complete books and records of minutes of membership proceedings and proceedings of the Board and committees.  The Association must maintain a record of the names and addresses of all members.

 

Section 13.2.  Association Property.  The following shall constitute Association property and shall be used only as described and permitted herein:

 

13.2.1.       Membership List.  The membership roster of this Association may be used only to promote or stimulate interest in the Association.  It may not be used in whole or in part by any member for any other purpose, or used in whole or in part for the financial benefit of any individual, or given in whole or in part to any nonmember, unless the Board has approved delivery of all or part of the roster to a nonmember for a specific purpose determined by the Board to promote efficiency in providing member services, and the nonmember agrees in writing to use the roster for the approved purposes only and for no other purpose.

 

13.2.2.       Name, Logo, Etc.  The name “Women’s Fiction Writers Association,” the acronym “WFWA,” the name of the Association newsletter, the name of the Association contest  and the Association website address and logo, once established, are the property of this Association.  This property shall not be used, copied, imitated, or reproduced in any manner for any purpose by any individual, with the exception of normal, reasonable use of the Association, newsletter, or contest name in conversations and correspondence (but not included as part of a letterhead) without Board approval.

 

13.2.3.       Other Property.  Any books, video or audio tapes, CDs or other media, Association files, records, forms, brochures, computer software, etc., or other real or personal property that has been given to, created by, or purchased by the Association shall be considered the property of the Association, and not the property of any individual member, except in case of dissolution of the Association.  Such property may be borrowed from the Association by Association members upon approval of the Board or the committee or individual member who is delegated the responsibility for such property, or may be purchased by any individual upon approval of the Board of Directors.


 

 

ARTICLE 14

Limitation of Liability and Indemnification

 

Section 14.1.      Limitation of Liability.  The personal liability of any present or former officer, director, or committee member of this corporation is hereby eliminated to the fullest extent permitted by the State Law.

 

Section 14.2.      Indemnification.  To the fullest extent permitted by the State Law, this corporation shall indemnify each officer, director, and committee member of this corporation against any and all liabilities, costs, and expenses (including attorneys’ fees and expenses) reasonably incurred by such individual or on his or her behalf in connection with any legal action or proceeding to which such individual may be a party by reason of such individual being or having been an officer, director, or committee member of this corporation, or by reason of any action alleged to have been taken or omitted by such individual in such capacity.  Such indemnification may include the advancement of expenses.  Such indemnity shall be effective only in the event that the interested officer, director, or committee member provides the Board of Directors, within a reasonable time after the institution of such action or proceeding, written notice thereof.  Any repeal, amendment, or other modification of this Article shall not adversely affect any right or protection of an officer, director, or committee member existing at the time of such change.

 

ARTICLE 15

**Duration and Dissolution**

 

The duration of this corporation shall be perpetual, except that it may be dissolved in the manner provided by the State Law; provided, however, that no dissolution of this corporation shall be effected unless approved by the Board of Directors and the General membership of this corporation as required by the State Law.  In the event of the dissolution of this corporation, all liabilities and obligations of this corporation shall be paid, satisfied, and discharged, or adequate provision made therefor.  Assets held by this corporation requiring return, transfer, or conveyance due to the dissolution of this corporation shall be returned, transferred, or conveyed in accordance with such requirements.  Any remaining assets (including physical assets such as books, tapes, etc.) may be sold for cash; any such cash shall then become a “remaining asset,” and all remaining assets shall be distributed to such tax-exempt organization or organizations as may be determined by the Board of Directors and as otherwise required by the applicable provisions of the State Law and the IRC.

 

ARTICLE 16

Amendments

Section 16.1.      Amendment Process.  These Bylaws may be amended only by the General members of this Association and only in accordance with the following procedure:

 

16.1.1.       Proposal.  Any proposed amendment or restatement of these Bylaws must be either (1) proposed by the Board of Directors or (2) presented in writing to the Board of Directors and signed by at least two Association members in good standing.

 

16.1.2.       Notice to Members.  The Board shall cause the text of the proposed amendment or restatement, and the names of those requesting the action, to be either printed in or emailed with the next edition of the Association newsletter.

 

16.1.3.       Vote.  Discussion and a vote on the proposal must occur at least 30 days after distribution of the proposed amendment or restatement, in order to allow members sufficient time and opportunity to discuss the proposal.  A majority vote of a quorum the Association’s General members is required to approve the proposed amendment or restatement.  If permitted by the State Law and the Board of Directors, members may cast their votes with respect to any such proposed amendment by voting poll.

 

ARTICLE 17

Confict of Interest

 

Section 17.  Existence of Conflict, Disclosure.  Directors, officers, employees and contractors of the Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation.  A conflict of interest may exist when the direct, personal, financial or other interst(s) of any director, officer, staff member or contractor competes or appears to compete with the interest of the Corporation.  If any such conflict of interest arises the interested person shall call it to the attemtion of the Board of Directors for resolution.  If the conflict relates to a matter requiring Board action, such person shall not vote on the matter.  When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.

 

ARTICLE 18

Miscellaneous

 

Section 18.1.      Governing Law.  All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of California.

 

Section 18.2.      Severability.  All provisions of these Bylaws are severable.  If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.

 

Section 18.3.      Parliamentary Authority.  All meetings of this corporation, including its Board of Directors and members, shall be conducted according to the rules of parliamentary procedure set forth in the then-most current edition of Robert’s Rules of Order Newly Revised, to the extent that such parliamentary procedures do not conflict with the Articles of Incorporation of this corporation, these Bylaws, or applicable law.

 

Section 18.4.      Policy Manual.  The Board of Directors may adopt any additional written policies or procedures for this corporation to the extent they are not inconsistent with or contrary to these Bylaws.