LEHIGH VALLEY WRITERS GROUP
ARTICLE I. NAME AND OBJECTIVE
Section 1. Name and Purpose. The name of the organization is Greater Lehigh Valley Writers Group, hereafter referred to as GLVWG. This organization is nonprofit and incorporated under the laws of the Commonwealth of Pennsylvania. GLVWG is organized exclusively for charitable, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Net Earnings. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 3. Political Restrictions. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4. Activities. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 5. Dissolution of the Organization. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II. MEMBERSHIP
Section 1. General. No one shall be barred from membership on the basis of race, color, age, national origin, gender, sexual preference, religion, or political affiliation.
Section 2. Members. A member is an individual who meets the qualifications of Article II, Section 3, and whose dues are paid in full to GLVWG. A member shall be entitled to all membership benefits of GLVWG, including the right to vote at membership meetings and the right to stand for election to an office of GLVWG. (See Article III, Section 5.)
Section 3. Qualifications of Members. Any individual who is pursuing a writing career or who works in any related profession or who is interested in writing shall be eligible to become a member of
GLVWG. Members shall be eligible to receive GLVWG’s official publications and attend and participate in all meetings, workshops, study groups, and conferences.
Section 4. Dues. (See Article VIII, Section 2.) Membership shall be obtained only after approval of appropriate applications and payment of GLVWG dues.
Section 5. Title and Membership List. The GLVWG title may be used only to promote or stimulate interest in the Group. The membership list is for internal Group use and may not be released to outside sources. Any use of the list by an individual member must be approved by the Board of Directors, hereafter referred to as the Board.
Section 6. Removal. Censure and expulsion of members may be initiated only by the Board. Any member may be expelled for “cause” by a vote of at least two-thirds of the general membership at a general or special meeting.
Section 7. Resignation. Any member may resign by filing a written resignation with the President. If the member resigns, no refund of dues will be issued.
ARTICLE III OFFICERS
Section 1. President. The President shall be the Chief Executive Officer (CEO) of GLVWG and shall, in general, supervise the business and affairs of GLVWG. Except as provided in these bylaws, and unless expressly proscribed or otherwise directed by the Board, the President shall have the authority to act on behalf of GLVWG. He/she is the official spokesperson of GLVWG and shall perform all duties incident to the office of President.
After taking office, and as soon as it is practical, the President, with the consent of the elected officers, shall appoint the following Board positions: Newsletter, Conference, Program, and Publicity.
The President shall be a member ex officio of all regular, standing, ad hoc, and other duly authorized committees, and shall be notified of all committee meetings.
In the event of a vacancy in the office of the President, the Vice President will assume the office of the President for the remainder of the term.
Section 2. Vice President. The Vice President shall substitute for the President in the President’s absence. In addition, the Vice President shall serve as the Bylaws Committee chairperson and Critique Coordinator.
Section 3. Secretary. The Secretary shall keep minutes of all general, special, and board meetings. The Secretary shall also conduct appropriate correspondence and sign official documents as required. The Secretary shall mail all the official notices, unless otherwise directed by the Board. The Secretary shall maintain records so that they are available to any member and shall perform other duties as the Board will assign.
In the absence of the President and Vice President, the Secretary shall perform the duties of the President.
Section 4. Treasurer. The Treasurer shall supervise the fiscal affairs of GLVWG by: (1) preparing an annual fiscal-year budget to be approved by the Board; (2) maintaining books and records so that they can be inspected by any member of GLVWG; (3) authorizing disbursements that have been approved or sanctioned by the Board; (4) collecting dues; and (5) submitting to the membership and publishing an annual report of the financial status of GLVWG. The Board may require the Treasurer and/or any other officer to furnish a bond of a kind and in such amounts as it may determine, the cost of the bond to be paid by GLVWG.
The Treasurer shall also be responsible for maintaining an up-to-date list of all active members.
In the absence of the President, Vice President, and Secretary, the Treasurer shall perform the duties of the President.
Section 5. Requirements. Only members in good standing may hold office.
Section 6. Term of Office. The officers shall serve, but not be limited to, a term of one year. No officer shall serve more than four consecutive years in the same capacity.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers. The affairs of GLVWG shall be governed by the Board, which shall be answerable to the general membership.
Section 2. Membership. The Board shall consist of both elected and appointed members. The elected members are: President, Vice President, Secretary, Treasurer, and three member-representatives. The appointed members are: the chairpersons of the Newsletter, Conference, Program, and Publicity committees. The immediate Past President shall serve ex officio with full voting privileges for one year. The Board shall serve, but not be limited to, a term of one year.
In the event one person holds two board positions, an additional member-representative will be elected.
Section 3. Board Meetings. The regular meeting of the Board shall be at a time and place set by the President with the consent of the majority of the Board. The President shall preside at meetings of the Board and shall vote only in the case of a tie. Regular Board meetings shall be open to all members in good standing, although they are not permitted to vote in matters of Board business. The Board shall meet a minimum of two times a year.
Section 4. Special Board Meetings. Special meetings of the Board may be called by the President, or at least two members of the Board. However, for a vote to pass at special Board meetings, the approval of the majority of the total Board then in office is necessary, and the result of the vote shall be published to the membership.
Section 5. Minutes. The minutes of all Board meetings, plus the Treasurer’s report, shall be distributed to the general membership no later than the next regularly scheduled membership meeting following the Board meeting.
Section 6. Notice of Meetings. All officers and other Board members shall be notified of a regular meeting not fewer than five days before such meetings, and of a special meeting not fewer than two days before such meetings. Such notice may be given in the same manner as notice of membership meetings or it may be given by telephone. Such notice shall state the time, place, and purpose of the meeting.
Section 7. Voting Procedures. A majority of the Board shall constitute a quorum for transacting business at any meeting of the Board. A vote of the majority of those Board members who are present is required for all decisions made during a regular meeting of the Board. (Exception:
Article IV, Section 4.) Should the Board lack a quorum at a regularly scheduled Board meeting, any vote taken shall be presented for ratification at a subsequent meeting of the Board.
Section 8. Vacancies. If a vacancy should occur among the Board members, the President shall appoint a replacement, with the approval of the Board, to serve the unexpired term.
Section 9. Removal. Any elected member of the Board may be removed from office for violating the bylaws of GLVWG by at least two-thirds majority of the general membership.
Any appointed Board member may be removed from office for violating the bylaws by a two-thirds vote of the Board.
Section 10. Compensation. Officers and other Board members shall receive no compensation from GLVWG for their services as officers, but may be reimbursed for reasonable expenses incurred in the course of their services. (See Article VIII, Section 5.)Officers and other Board members shall remain entitled to the same benefits from GLVWG as other members.
Section 11. Requirements. Only members in good standing may serve on the Board.
Section 12. Term of Office. The Board of Directors shall serve, but not be limited to, a term of one year.
ARTICLE V. ELECTIONS
Section 1. Nominating Committee. On or before the first day of April of each year, a Nominating Committee shall be appointed. The President or his/her designee shall act as a consultant.
Section 2. Nominations. The Nominating Committee shall collect and solicit nominations from the members for the offices of President, Vice President, Secretary, Treasurer, and three member-representatives.
Section 3. Presentation. The Nominating Committee shall present a list of nominees at the regular May meeting. Nominations may be made from the floor during the May meeting. Nominations will close at the end of the May meeting. The slate of nominees will appear in the June newsletter. No name may be offered for nomination without the nominee’s consent.
Section 4. Election. In the event there is only one nominee for each elected position, the nominations chairperson may move for the slate to be accepted as read. Otherwise, the election will be held at the June meeting by secret ballot. Absentee ballots and proxy ballots will not be accepted. The results will be tallied and announced at the June meeting by the Nominating Committee. The results also shall be published in the July newsletter.
Section 5. Election Challenges. Candidates shall be elected by the majority of those voters present and voting at the June meeting. Any challenges to the election procedure must be filed with the Nominating Committee within thirty days after the results have been announced.
Section 6. Term. The duly elected officers shall take office on July 1 following the election.
ARTICLE VI. COMMITTEES
Section 1. Appointment of Committees. The President, with the approval of the Board, shall appoint such committees as may from time to time be necessary. The President shall be a member ex officio of all regular, standing, special, ad hoc, and other duly authorized committees and shall be notified of all committee meetings.
Section 2. Chairpersons. The President, with the consent of the Board, shall designate a chairperson for the committees.
Section 3. Supervision. All committees—including Newsletter, Conference, Program, and Publicity—are under the direct supervision of the Board. The duties of all committees shall be determined and approved by the Board. All committee chairs must submit a written proposal for approval by the Board prior to execution, and report to the Board the work of their committees as specified by the Board.
ARTICLE VII. MEETING OF THE MEMBERS
Section 1. Regular Meetings. The Group shall meet no fewer than six times a year. In the August newsletter, a calendar shall be listed showing the dates of regular meetings for the coming year, as determined by the Board. Reminders of upcoming meetings will be published in the newsletter.
Minutes of the previous meeting, plus the Treasurer’s report, will be made available at each subsequent meeting of the general membership.
Section 2. Special Meetings. Special meetings of the members may be called by the President, with the approval of a majority of the Board, or by no fewer than one-tenth of the voting membership. In the latter instance, a written notice signed by each voting member who desires to call such special meeting must be addressed and mailed to the President of GLVWG. (See Section 3.)
Minutes of these meetings will be made available to the general membership at the next general meeting.
Section 3. Notice of Special Meetings. Verbal or written notice of any special meeting of the members shall be communicated to each member of GLVWG either personally, by telephone, or by mail, not fewer than two weeks before the date of such meeting, stating the time, place, and purpose of the meeting.
ARTICLE VIII. FINANCES
Section 1. Fiscal Year. The fiscal year of GLVWG shall be from July 1 to June 30 each year.
Section 2. Dues. Dues are payable annually on each member’s anniversary date.
Section 3. Amount of Dues. The amount of annual dues and the payment schedule thereof shall be determined by the Board. The amount of dues may be changed at the Board’s discretion by a two-thirds vote of the Board, provided that the change does not exceed 25% of the current fee. Should the proposed change exceed 25%,it must be approved by two-thirds of the members present at a regularly scheduled group meeting. In addition, the issue shall be announced thirty days prior to the scheduled vote and members shall be provided with a written Treasurer’s report, budget projection, and brief rationale for the change.
Section 4. Expenditures. Single expenditures of more than $200 must be approved by two-thirds of the members present at a regularly scheduled group meeting. Emergency single expenditures of more than $200 may be approved by two-thirds of the members present at a special meeting.
Section 5. Reimbursement. No general member or Board member will be reimbursed for expenses unless approved by the Board.
Section 6. Fundraising. Special fundraising activities may be planned as deemed necessary by the Board with the approval of a simple majority of the general members present at any regularly scheduled group meeting.
Section 7. Budget. A yearly budget, after approval by the Board, shall be presented to the general membership.
Section 8. Audit. The Treasurer’s books shall be audited once a year by an independent auditor, who will also prepare the group’s tax returns for filing by the Board.
ARTICLE IX. AMENDMENTS TO BYLAWS
Any proposed amendments will be published in the newsletter one month prior to the vote at a regular or special meeting. All amendments must be voted on by the membership and approved by a majority of those present at the general or special meeting. The changes will take effect immediately upon approval of the membership. And each amendment shall be included with its effective date within Article X.
ARTICLE X. EFFECTIVE DATE
These bylaws shall become effective when adopted by a simple majority attending the June 1994 meeting. If passed, these bylaws shall become effective July 1, 1994.
Amended and approved: September 1996
Amended and approved: October 1997
Amended and approved: September 1998
Amended and approved: March 25, 2000
Amended and approved: March 22, 2003—The removal from Article III Section 2 of: “The Vice President shall also be responsible for organizing at least one new-member reception per year.”
Amended and approved: October 25, 2003—Addition to Article X (Amendments to Bylaws): And that each amendment shall be included with its effective date within Article XI (Effective Date) of these bylaws.
Amended and approved: April 26, 2008—Article I was expanded to include language that conforms to section 501(c)(3) of the Internal Revenue Code. Article IX (Dissolution of the Group) was removed. Language addressing the dissolution of the group is included in Article I, Section 5. The Article numbers were adjusted accordingly.