Writers' Guild By-Laws
Approved January 6, 1994
Amended June 6, 1996
Revised August 2, 2007
Revised June 2, 2011
ARTICLE 1. NAME
This organization shall be known as the Knoxville Writers’ Guild, hereinafter referred to as “the Guild.” The Guild is chartered under the laws of the State of Tennessee as a nonprofit corporation.
ARTICLE 2. PURPOSE
of the Guild is to facilitate an inclusive, supportive community of people interested
The Guild will: (a) provide a forum for information, support and sharing among writers; (b) help writers improve and market their writing skills through education and participation in Guild writing groups, competitions and publications; and (c) work with other cultural and civic organizations to support literary arts in the area.
ARTICLE 3. MEMBERSHIP
Membership shall be granted to any person upon payment of an annual contribution. Categories and the minimum contribution for each type of membership shall be specified by the Board. The membership year shall be 12 months in length, beginning the month of joining. Each membership shall carry the privilege of one vote in the Guild. Membership may be terminated by: (a) voluntary resignation of the member in writing; (b) failure to pay membership dues; and (c) death of a member. Membership in the Guild is non-transferable.
A regular meeting of the general members of the Guild, hereinafter referred to as, “General Membership,” shall be held each month for transaction of any necessary business and other functions. The meeting shall be chaired by the President of the Guild Board of Directors, or in the absence of the President, the Vice-President, the Treasurer, the Secretary or another member of the Board.
The General Membership shall: (a) vote on the Bylaws and any amendments to the Bylaws; (b) elect or recall members of the Board of Directors; (c) vote in referendums; and (d) participate in Guild activities.
No member shall have any right, title, or interest in any of the property or assets of the Guild, nor shall any property or assets of the Guild be distributed to any member on dissolution of the Guild. No member shall be personally liable for any debts, liabilities, or obligations of the Guild, nor shall any member be subject to any assessments of the Guild.
Member study groups may be created by the Board or by the General Membership with the approval of the Board as forums for the special writing interests of the Guild membership.
ARTICLE 4. ORGANIZATION
A. Board of Directors
Board of Directors, hereinafter referred to as “the Board,” is the
governing body of the Knoxville Writers’ Guild.
2. The Board shall consist of a minimum of 9 and a maximum of 12 elected members. Directors must be members of the Guild.
3. The term of membership on the Board shall be three years, beginning January 1. The terms shall be staggered so that, ideally, one-third of the Board members shall be elected each year.
4. The Board shall: (a) formulate Guild policy; (b) develop a yearly plan and budget for the Guild; (c) lead fundraising activities; (d) ensure fiscal management; (e) establish categories and minimum contributions for each type of membership provided no annual increase is more than 50 percent of the existing level (increases above 50 percent require the affirmation of the membership by a simple majority of votes cast); (f) elect Board officers from among its own members; (g) establish and direct standing committees; and (h) maintain a written record of all votes and decisions made by the General Membership and by the Board of Directors.
5. The Board may employ, set the rate of compensation, and direct a staff to serve the General Membership.
6. The Board shall meet at least quarterly to conduct the business of the Guild. The Board shall be chaired by the President or, in order, the Vice President, Treasurer, Secretary, or any member of the Board in the absence of the President. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by which persons participating in the meeting can hear each other at the same time. Participation by this means shall constitute presence in person at such meeting.
7. A quorum at any Board meeting shall be a simple majority of the current membership of the Board of Directors and affirmative votes of the majority of those present shall be sufficient to adopt any measure unless otherwise stated in these Bylaws.
8. Special Board meetings may be called upon request by a majority of the Board. Notice shall be given to all Board members before a special Board meeting.
9. Members of the Board of Directors may be removed by one of two methods (see sec. 5.1.E1) or (sec 5.1.E2).
officers of the Guild shall be the President, Vice-President, Secretary and
Treasurer. The officers shall be elected from and by the members of the Board
at the first meeting each year. The order of business shall include the election
of the President who shall then preside over the election of the remaining officers.
Replacement officers for vacancies may be elected by the Board at any scheduled
meeting of the Board. Officers may succeed themselves one time only, unless
approved by two-thirds of a quorum of the Board of Directors. Any officer elected
or appointed by the Board of Directors may be removed, with or without cause,
by the Board whenever in its judgment the best interests of the Guild will be
2. The President shall: (a) be the chief executive officer of the Guild and shall see that all Guild Bylaws and resolutions of the Board of Directors are carried into effect; (b) with the Treasurer, have the authority to sign all instruments, including all contracts and agreements and all tax returns and other instruments required to be filed with a government agency; (c) have authority to enter into such agreements as are required to conduct the business of the Guild, consistent with the Annual Plan and Annual Budget, without further approval by the Board or Executive Committee; (d) chair all Board and Executive Committee meetings at which the President is present; (e) be an ex-officio member of all standing committees; (f) appoint committee chairpersons with approval from the Board; (g) call and preside at meetings of the Executive Committee; and (h) respond in a timely manner to all inquiries from members of the Board.
3. The Vice-president shall cooperate with the President and the Executive Committee to coordinate and oversee the activities of the Guild and chair meetings in the absence of the President. Specific duties of the Vice-president will be determined with the President.
4. The Secretary shall: (a) keep the minutes and record the votes of the meetings of the Board of Directors and the minutes of meetings of the General Membership; (b) attend to the giving and serving of all notices of the Guild; (c) be custodian of the corporate records; (d) be responsible for maintaining, safeguarding, and indexing all policy adoptions and standing rules made by the Board; and (e) perform all the duties incidental to the office.
5. The Treasurer shall: (a) be responsible for management oversight of all funds and securities of the Guild and shall receive and deposit them in the name of the Guild in a financial institution approved by the Board of Directors; (b) disburse such funds as are authorized by the Board of Directors or provided for in the Annual Budget; (c) keep full and accurate records of all receipts and disbursements in appropriate books belonging to the Guild; (d) provide written financial statements of the Guild’s financial condition at each regular Board meeting and as otherwise required by the Board and these Bylaws; and (e) prepare and file statutory reports on a timely basis.
1. Executive Committee shall: (a) consist of the officers of the Guild and the chairpersons of the standing committees; (b) manage the day-to-day affairs of the Guild in accordance with the Annual Plan and Annual Budget; (c) meet at least monthly to conduct the business of the Guild; (d) be chaired by the President or, in order- the Vice-President, Treasurer, Secretary, or any member of the Executive Committee if the President is not present. Meetings of the Executive Committee shall be conducted in accordance with the rules for meetings of the Board as established.
2. Standing Committees: The Board shall establish principal standing committees vested with such powers as determined by the Board to carry out the functions and goals of the Guild as stated in the Annual Plan. The Chairpersons of the standing committees shall be appointed by the President upon approval of the Board. Such committees shall report monthly to the Executive Committee and may be disbanded and or reformed as necessary. A committee shall incur no reimbursable expense from the Guild without prior Board approval.
- Planning Committee shall: (a) formulate long-term goals for the Guild; (b) coordinate activities relating to fundraising through gifts and grants; and (c) develop the Annual Plan and Annual Budget.
- Nominating Committee shall: (a) nominate Board members from the General Membership; and (b) conduct Board elections following established procedures.
- Membership Committee shall: (a) promote Guild membership; (b) maintain the member database; (c) provide publicity for Guild activities; (d) publish the Guild newsletter; (e) maintain the Guild web-site; and (f) participate in community events and other outreach programs.
- Contests Committee shall: be responsible for all Guild writing contests.
- Education Committee shall: (a) plan and coordinate regular monthly meeting programs; (b) organize workshops and study groups; c) coordinate the formation and function of the writing groups; and (d) plan for any special publications of the Guild.
- Advisory Committee shall assist the organization to ensure the Board and committees follow operational procedures, adhere to legal responsibilities and guarantee institutional transfer of organizational procedures and continuity.
- Other Committees shall: (a) be appointed and disbanded by the Board of Directors or the Executive committee; and (b) be vested with such powers as determined necessary.
ARTICLE 5. PROCEDURES
of Directors Nominating Process
1. The President shall: appoint the Nominating Committee no later than January of each year consisting of a non-voting chairperson who is a member of the Board and three Guild members who are not Board members. The Committee will stand until another Nominating Committee is formed.
2. The Nominating Committee shall: (a) nominate members of the Guild for election to the Board; (b) actively solicit and consider suggestions for nominees from the General Membership; and (c) prepare and mail ballots to the General Membership
3. The Nominating Committee shall: (a) nominate enough candidates to fill the maximum 12-member board; (b) complete the nomination process by September 1; (c) publish a list of candidates in the Guild newsletter; and (d) accept as a nominee any Guild member who is supported by a petition containing the signatures of at least 10 percent of Guild members listed as of August 1, provided the proposed nominee agrees to serve and there is no conflict with the Bylaws.
4. The Nominating Committee shall: seek statements from candidates (subject to an agreed upon word limit) and make these available to all Guild members.
B. Board of Directors Election Process
1. Voting shall be by mail. The Nominating Committee shall set a deadline of at least 30 days such that the return and tallying of votes can be communicated to the Board prior to the November monthly Guild meeting. Each member as of September 1 shall have one vote per vacant Board position. The vacant positions shall be filled by those nominees receiving the most votes. A minimum of three Guild members who are not candidates for the Board shall count and confirm the votes. Results shall be communicated to Guild members through the newsletter and the monthly Guild meeting.
2. Whenever the membership of the Board falls below 12, the Board at its discretion may appoint replacement(s) from the general membership. If the membership of the Board falls below 9, the Board must appoint replacement(s) from the general membership. Replacement Board members serve until the next annual election. The replacement Board members shall be eligible to run for election in the annual election process.
3. The Board shall have the power to determine election procedures so that they comply with the by-laws and conform to the charter.
C. Annual Plan
1. The Board of Directors shall, for each year, prepare an Annual Plan for the business and activities of the Guild. The Plan shall be in writing, maintained with the records of the Guild, and adopted by the Board of Directors at the last meeting of each fiscal year.
2. The Annual Plan shall identify all planned activities of the Guild and shall be in sufficient detail to provide the basis for preparation of the Annual Budget and cash flow projections. The Plan shall enumerate action tasks required by each activity and shall contain specific goals appropriate to promoting the policies and purposes of the Guild.
D. Annual Budget
1. The Board of Directors shall, for each year, prepare an Annual Budget and cash flow for the business and activities of the Guild. The Budget and cash flow shall be in writing, maintained with the records of the Guild, and adopted by the Board of Directors at the last meeting of each fiscal year.
2. The Budget shall be consistent with the planned activities of the Annual Plan and correspond to the scope of responsibility assigned to each of the Standing Committees.
E. Recall of Members of the Board of Directors
1. A member of the Guild may petition to recall a member of the Board of directors. Such petition shall contain the specific reasoning for the recall, and signatures of 20 percent of active members and be filed with the Secretary of the Guild. The signatures will be verified to ensure all are present members. The President shall call a special meeting of the Board to review the petition and issue notice to the membership. A recall notice shall be mailed to all members of the Guild with the specific reason for the recall as stated on the petition and requesting their vote. The Board member shall be recalled by a simple majority of the votes cast.
2. The Board of Directors may vote to remove a member of the Board in such cases as fraud, theft of Guild resources or other acts against the integrity of the Guild. A special Board meeting shall be called (see section 4.1.A8). Specific verifiable reasons must be presented to cause a vote to be conducted on the recall of a Board member. A 2/3 majority of Board members must be achieved in order to approve the removal of a Board member.
3. Notification: The General Membership shall be notified in the event of the removal of a Board member including the reason for the action.
F. Voting Methods Used by the Board
1. Except as otherwise provided in the Bylaws, votes shall be carried by a simple majority of the voting Board members.
2. Any director may be represented by another director by proxy provided a written, signed, authorization, including the date of the meeting, is presented to the secretary prior to the start of the meeting. Proxies shall not be counted to establish a quorum.
G. Annual Meetings
1. An Annual Meeting of the Board shall be held in December of each year for the purpose of approving the Annual Plan and Annual Budget for the following year and conducting other necessary business. No notice of the Annual Meeting of the Board of Directors shall be required.
2. An Annual Meeting of the General Membership shall be held in December of each year. No notice of the Annual Meeting of the General Membership shall be required UNLESS the business to be conducted requires a vote of the General Membership. When the business to be conducted includes a vote of the General Membership, written notice of the meeting stating the time when and place where the meeting is to be held shall be sent not less than ten (10) or more than sixty (60) days prior to such meeting to each member of record entitled to vote at such meeting, and any other member to whom the giving of notice may be required by law.
H. Fiscal Year
The fiscal year of the Guild shall be January 1 through December 31.
I. Books and Records
The Guild shall keep: (a) accurate and complete books and records of account; (b) minutes of the proceedings of its General Membership, Board of Directors, and committees of the Board; (c) a current record of its General Membership (including names, addresses, membership status and other pertinent information); and (d) other records as necessary. All records maintained by the Guild are open to inspection by the general membership at a reasonable time and place. The accounting records shall be reviewed when a new Treasurer is elected by the Board. The Board will determine the level of review and who will conduct the review
Whenever the provisions of a Statute, the Charter, or these Bylaws require or permit notice to be given to any Director, Officer, or Member, it shall not be construed to require personal notice. Any notice may be given in writing by depositing the same in a post office or letter or courier box, the cost thereof being pre-paid, or by e-mail or facsimile (fax). In every case, the notice shall be sent to the member’s address as it appears on the books of the Guild, and the time when the notice was so mailed, e-mailed or faxed shall be deemed to be the time of giving of the notice.
K. Reimbursement and Indemnification of Directors and Officers
The Guild shall indemnify and hold harmless each person who shall serve at any time as a Director or Officer of the Guild from and against any and all claims and liabilities, and for all legal and other expenses reasonably incurred in connection with any such claim or liability, to which these persons may become subject by reason of being a Director or Officer of the Guild, EXCEPT THAT no person shall be indemnified against or reimbursed for any claim or liability which shall be fairly adjudged to have arisen out of that person’s own gross and willful conduct or misconduct.
L. Referendums by Petition
The General Membership may, by a petition signed by 20 percent of the members, bring any policy issue concerning the Guild to a referendum vote at a monthly general meeting. Within 30 days of receiving a referendum petition, the Board shall send written notice of a referendum vote to members. At least 30 days’ notice shall be required. The written notice shall state the wording of the petition, the time and place of the vote, and a request that all members be present. The vote shall be carried by a majority of members present.
M. Standing Rules
To assure greater continuity in the operation of the Guild, Standing Rules may be adopted at any meeting of the Board, provided there is no conflict with existing Guild Bylaws. A Standing Rule shall remain in force from the time of its adoption unless it is amended or annulled by action of the Board. Copies of Standing Rules shall be attached to the Guild Bylaws and presented to all new Board members by the Secretary of the Board.
Bylaws may be amended by vote of the General Membership (as defined in Article
3) by fulfilling the following conditions:
a. The General Membership shall be informed in writing of the proposed changes, and at least 30 days shall be allowed to the close of voting.
b. At least two-thirds of the votes received shall be in the affirmative.
2. The written notice shall include the time and place of the vote; a request that all members be present; a brief explanation of the need for the change; the exact wording to be voted on; and the wording of all parts of the current Bylaws that would be replaced, affected, and/or deleted.
3. A vote on amendment of the Guild Bylaws may be called by the Board of Directors or may be called by a petition signed by 20 percent of the Guild membership.
4. Amendments to the Bylaws shall record the date and Articles amended.
ARTICLE 6. ENACTMENTS
A. A meeting of the General Membership was held on 2 August 2007 at which these Bylaws were approved to replace the original Bylaws written and amended since the formation of the Guild. These revised By-laws go into affect upon approval by the General Membership.