Women’s Fiction Writers Association




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


**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.”) and under Section 23701 of the California Revenue and Taxation Code.
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.”)



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 orientation, 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.
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) violating the Association’s Code of Conduct through verbal, written, or physical conduct; (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 election of 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.



Section 4.1.        Officers.  The officers of this corporation shall be the President, Vice President-Programs, Vice President-Communications, Vice President-Finance/Treasurer, Secretary, Vice President-Diversity & Inclusion,  Vice President-Membership, Vice President-Technology, 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; supervise the collection and disbursement of Association funds; keep the financial records of the Association in good order; 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 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 for recording the minutes of all meetings of the Board of Directors and the membership and shall 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 eblasts; 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         Vice President-Diversity & Inclusion. The Vice President of Diversity shall be responsible for the organization’s diversity and inclusion strategy; implement and oversee the organization’s diversity and inclusion policies, procedures, and training; liaise with outside consultants and organizations regarding diversity and inclusion efforts; develop and implement best practices for diversity and inclusion planning; and provide oversight and reporting on the organization’s diversity and inclusion strategy.
Section 4.8         Vice President-Membership. The Vice President-Membership shall serve as the primary contact for all membership-related issues. The Vice President-Membership will offer advice and report to the board on membership numbers and suggest programming or other changes to help with outreach and retention. Beginning with the November 2019 Election, the Vice President-Membership shall be an elected position and shall have one vote on the Board of Directors.  
Section 4.9         Vice President-Technology. The Vice President-Technology shall advise the Board on technology-related issues that enhance the ability of the organization to achieve its mission. Beginning with the November 2019 Election, the Vice President-Technology shall be an elected position and shall have one vote on the Board of Directors. 
Section 4.10.    Past Presidential Advisor. The Past Presidential Advisor 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. This is a nonvoting position.
Section 4.11       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 outgoing President, and voted on by the Board. This is a non-voting position.
Section 4.12       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.


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 eight elected officers of the corporation.  In addition, the following shall serve as non-voting liaisons 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; and the Guiding Scribe.  Non-voting Board members and Members In Good Standing 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 as described 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.


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.



Section 7.1.        Election Procedure. 
7.1.1.         Nominating Committee.  Not later than 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 President 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 of those members that vote in the online poll 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 two-year term, commencing on January 1 immediately following each election.  The terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-half of all the members of the Board of Directors shall expire. 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.



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 which shall be noted in Board Minutes.
Section 8.3      Annual General Meeting. 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 September or October. The AGM may be held telephonically or electronically.
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.



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 no later than 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 but are not limited to; a Program Committee, Workshop Committee, Diversity  Committee, Contest Committee, Long-Range Planning Committee, Bylaws Committee, Policy and Procedures Committee, Communications Committee, Publicity Committee, Website Committee, Newsletter Committee, and Membership Committee.


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. The Guiding Scribe shall be automatically approved for waiver/reimbursement of event registration and hotel expenses when Guiding Scribe attendance is required at WFWA events.



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” for Association membership dues (or any similar expense) of any individual Association member.  The Association can agree to administer a hardship or scholarship fund if it is funded entirely through donations by individual members or others.



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 outgoing Board by December 31.  Thereafter, the budget may be amended by a majority vote of the Board when necessary and for good cause. Funds shall be disbursed in accordance with the annual budget.  Any unbudgeted expenditures shall be reviewed by the Board. The approved budget will be posted in the members only section of the Association website.
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 three-member committee appointed by the Board of Directors, none of whom shall be a member of the Board of Directors in the current or audit year, or, upon a majority vote of the Board, may be audited by a professional accountant.


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