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SFA-RWA Chapter Bylaws ARTICLE I - NAME Section 1: This Chapter is known as the San Francisco Area Chapter of the Romance Writers of America, at times referred to as "SFA-RWA" and/or the "Chapter." Section 2: The Chapter will be located in the San Francisco Bay Area. ARTICLE II - PURPOSE The purpose of this Chapter shall be to raise and maintain a level of high quality romance writing in all genres; to stimulate interest in and appreciation for the art of writing; to act as a dissemination point for information concerning activities in the field of such writing; to secure respect and improved recognition for the romance writer and the romance publishing industry; and in general to coordinate work and efforts of all members by support and encouragement among members through workshops, seminars, monthly meetings and bringing together authors, editors, agents and other related professionals and any other activities the Board may deem appropriate. The Chapter will abide by the rules and regulations of the Romance Writers of America, Incorporated, hereinafter referred to as "RWA" or "National." ARTICLE III - MEMBERSHIP Section 1: General Membership: Open to all persons seriously pursuing a career in the romance genre, as well as other related professionals, who voluntarily embrace the bylaws of RWA. General members in good standing shall be eligible to vote and hold office, to receive the Chapter's official publications, to attend and participate in the meetings and to have other rights, privileges and benefits that may be from time to time provided by the Chapter. Section 2: Membership shall be obtained after submission and approval of an appropriate application, payment of National RWA fees, and payment of local Chapter fees. No person shall be denied membership because of race, color, sex, age, religion or national origin. Failure to maintain financial obligations for three (3) months to either the Chapter or National shall result in the loss of Chapter membership and all the privileges pertaining thereto. Section 3: All members in good standing shall receive all the Chapter's official publications and shall be eligible to attend and participate in the meetings, seminars, etc., offered by SFA-RWA. ARTICLE IV - BOARD OF DIRECTORS Section 1: The affairs of the Chapter shall be managed by the Board of Directors which shall make policy in accordance with National RWA requirements and generally be responsible for the affairs of the Chapter between membership meetings. Section 2 a: The Board of Directors shall consist of six (6) specified elected positions. The Board shall meet once a month, or as necessary, to conduct the Chapter's business. Each Director shall hold office until his or her successor shall have been elected and qualified. The Board shall be composed of members in good standing who have been elected to, and are serving in, the offices of President, Vice President, Administrative Officer, Treasurer, Secretary, and Membership Officer. Election to these offices shall be tantamount to election as a member of the Board of Directors. b: No member shall serve more than two (2) consecutive terms in the same elected position. c: Members of the Board shall be limited to five (5) consecutive years of service in any combination of elected positions. Thereafter, a minimum of one (1) year break in service shall be required before the member can again be nominated for elected office. d: All terms shall be deemed to begin the first day of January following the election in November. Section 3 a: Each January, the President shall appoint the Chairpersons for all committees, with the approval of the Board. b: Each Chairperson shall serve a term of one (1) year. Subsequent terms may be served at the discretion of the current President and approval of the Board. Section 4: The immediate Past President shall serve as an advisor to the Board and shall receive notice and have the right to attend all meetings, but shall not have the right to vote on Board decisions. Section 5: The Board of Directors shall meet at the discretion of any member of the Board, upon written or verbal notice to all Board members. Section 6: In order for the Board to conduct the business of the Chapter, a quorum shall be present at any regular or special meeting of the Board. A quorum shall consist of a simple majority of the total Board as defined in ARTICLE IV, Section 2a. Section 7: Business of the Board of Directors may be conducted by mail, conference telephone call, or other electronic means. Proxy voting by the Board is prohibited. Section 8 a: In the event of a vacancy on the Board of Directors, the President may appoint a successor officer. Said officer will serve only for the unexpired term of the officer being replaced. The President's appointment must be confirmed by a majority vote of the current Board. b: If the aforementioned vacancy occurs as the result of the current Board member assuming other Board duties, that Board member will not participate in the replacement vote. ARTICLE V - OFFICERS AND DUTIES Section 1 a: The officers of the Chapter shall be the President, Vice President, Administrative Officer, Treasurer, Secretary, and Membership Officer, who shall constitute the Board. These officers shall be elected as provided in ARTICLE IV (Board of Directors) hereof. b: Elected officers may be removed from their offices for cause at the recommendation and majority approval of the Board. c: In order to fulfill the purposes set forth in ARTICLE II (Purpose), it will be necessary to create additional committees. These committees will be (1) created by majority vote of the Board; (2) chaired by a member who is not currently serving on the Board and who shall be appointed by the President. All appointments shall be approved by the Board. d: The duties of Chairpersons shall be determined and defined by the Board in the Chapter's written Policies and Procedures. Chairpersons shall present plans of work and budgets to the Board as required by the Board. No activity shall be undertaken by any committee without specific approval of the Board. e: Unless stated otherwise, each Chairperson shall serve a term of one (1) year beginning on January 1. Subsequent terms may be served at the discretion of the current President and by approval of the Board. f: Chairpersons may be removed from their committees for cause at the recommendation of the President and with approval of the Board. Section 2 a: President: The President shall serve as Chapter spokesperson with reference to established policy and in all other matters at the direction of the Board, call meetings, preside over all meetings of the Board and Chapter, appoint such committees as may from time to time be necessary, (provided, however, that such committee appointments are subsequently ratified by the Board), execute Chapter business as specified by the Board and established policy of the National RWA and coordinate all activities of the Chapter. The President shall not vote on Board matters unless in the event of a tie vote, then the President shall cast the deciding vote. The President shall be an ex officio member of all committees. b: Vice President: The Vice President shall perform all duties assigned to the President in the event the President is absent. The Vice President shall also serve as Program Chairman, arranging the speakers or programs for each chapter meeting, and coordinating the speakers’ travel and hotel requirements. c: Administrative Officer: The Administrative Officer shall perform all the duties assigned to the Vice President in the event the Vice President is absent. The Administrative Officer will also be responsible for coordinating the logistics for each chapter meeting, ie., contracting for the meeting place and assisting the Vice President as necessary with hotel and travel arrangements for the speakers, and for maintaining a list of possible meeting places. d: Treasurer: The Treasurer shall serve as the official custodian of the Chapter funds, be responsible for the safekeeping and maintenance of accurate financial records, file applicable tax reports and supervise the collection and disbursement of Chapter funds. The Treasurer shall be responsible for presenting accurate financial reports as follows: (1) detailed financial report to the Board at each monthly meeting; (2) detailed financial report to the general membership, reported once each quarter during the general meeting. e: Secretary: The Secretary shall be responsible for the recording and preserving of minutes of all official Chapter meetings in an accurate and clear manner, shall present the minutes of the previous meetings for correction and approval by the Board before being recorded as the legal records of the Chapter, shall issue notices of meetings, handle official correspondence, and other duties as designated by the Board and established policy. The Secretary shall be responsible for controlling and maintaining all Chapter correspondence in a central file and shall update the job descriptions performed by each Board member as necessary. f: Membership Officer: The Membership Officer shall be responsible for determining the eligibility of new and/or renewing members on a monthly basis, for the development, maintenance, and annual distribution of the membership roster, and for the maintenance of the mailing list. Section 3 a: The officers may delegate duties to individuals or form committees to aid in the execution of duties, provided that consent and ratification of the Board is obtained. Ultimate responsibility for the duties of office remains with each officer. b: The President shall appoint a Parliamentarian should the Board decide such an office is necessary. The Parliamentarian may be any general member in good standing, including members of the Board or Chairpersons of any committee. ARTICLE VI - ELECTIONS Section 1: Annual elections shall be held as set forth hereinafter. Section 2 a: On or before the first day of September of each year, a Nomination/Election Committee shall be formed, comprised of three general members-at-large and one member of the Board. b: The Nomination/Election Committee shall collect and solicit nominations from the members for the offices of President, Vice President, Administrative Officer, Treasurer, Secretary, and Membership Officer. Said Committee will endeavor to present a slate of nominees for each office. c: In the October newsletter, the Nomination/Election Committee shall present the slate of nominees to date. No name may be offered for nomination without the nominee's consent. The Board member of the Nomination/Election Committee shall verify the consent of each nominee. d: Officers shall be elected at the November Chapter meeting by a majority of secret ballots. Nominations can be accepted from the floor at such time and submitted as write-in nominees. Only members in good standing will be allowed to vote. Typewritten ballots presenting the slate of officers shall also provide space for "write-in" candidates for each office. Said ballots may also present other issues to be voted on by the general membership, if notice of same has been given in accordance with ARTICLE IX (Finances) and ARTICLE XII (Amendments) of these bylaws and/or Policies and Procedures of the Chapter. The Nomination/Election Committee shall tabulate and announce election results during the November Chapter meeting. e: Absentee ballots will be provided upon emergency request. Such requests must be directed to the Secretary no later than two (2) weeks prior to the election date and must be received by the Secretary no later than one (1) day prior to the election. f: Nominations or ballots received after the election date shall not be counted or considered. Any challenges to the election procedure or the results of the election must be filed with the Nomination/Election Committee within thirty (30) days after the results have been announced. g: The duly elected officers and members of the Board shall take office on January 1 following their election. Installation of officers will take place at the general membership meeting in January. h: No member shall serve more than two (2) consecutive terms in the same elected position. See ARTICLE IV (Board of Directors), Section 2b. i: Members of the Board shall be limited to five (5) consecutive years of service in any combination of elected positions. Thereafter, a minimum of one (1) year break in service shall be required before the member can again be nominated for elected office. See ARTICLE IV (Board of Directors) Section 2c. j: In the event of a vacancy on the Board of Directors, the President may appoint a successor officer. Said officer will serve only for the unexpired term of the officer being replaced. The President's appointment must be confirmed by the majority vote of the Board. See ARTICLE IV (Board of Directors), Section 8a. k: If the aforementioned vacancy occurs as the result of the current Board member assuming other Board duties, that Board member will not participate in the replacement vote. See ARTICLE IV (Board of Directors), Section 8b. ARTICLE VII - MEETINGS Chapter meetings shall be held once a month, from January through December. In the event that the regularly scheduled meeting will not be held or the scheduled meeting date is changed, the Secretary shall notify all members in good standing of the new time and/or location via the newsletter. ARTICLE VIII - DUES Section 1: The annual dues for membership shall be determined by the Board of Directors each January and ratified by the Chapter general members at the next Chapter meeting. Section 2: Failure to pay annual National RWA or Chapter membership dues shall result in withdrawal of Chapter membership. Section 3: A member must be current in all Chapter fees and/or the return of borrowed items in order to be a member in good standing. Section 4: A member may be reinstated at any future date upon payment of the appropriate dues and/or all other outstanding accounts to the Chapter or National RWA. ARTICLE IX - FINANCES Section 1: The fiscal year of the Chapter shall be from January 1 through December 31. The accounts of the Chapter shall be audited not less than annually by a three (3) person committee appointed by the President and approved by the Board. Section 2: Funds will be deposited in accounts designated by the Board. All checks shall have two (2) signatures of Board members. Section 3: The Chapter shall adopt an acceptable accounting system with the appropriate checks and balances to safeguard Chapter funds Section 4: The Chapter shall keep correct and complete books and records of accounts as well as minutes of membership proceedings and proceedings of the Board of Directors and Committees. In addition to maintaining books and records, the Chapter must also maintain at its registered or principal office, a record of names and addresses of members entitled to vote. Each Board member shall maintain a job description listing all of the duties and obligations of his/her office and give the Secretary an updated description if changed. Section 5: The Chapter shall maintain a petty cash fund of $50.00. This petty cash fund will be maintained and controlled by the Treasurer. Section 6: All Chapter expenditures in excess of $50.00 must be approved in advance by the Board. Original, itemized receipts must be submitted with all requests for reimbursement. Section 7: Postage purchased by or donated to the Chapter shall be under the care, custody and control of the Treasurer or the Membership Officer. ARTICLE X - TITLE AND ROSTER The title and roster of this Chapter, "San Francisco Area Chapter of the Romance Writers of America" and "SFA-RWA" may only be used to promote or stimulate interest in the Chapter. The title and/or the roster shall not be used for the monetary gain of any individual member and the membership roster or information contained therein, shall not be offered to any non- member without written permission of the Board of Directors. ARTICLE XI - RULES AND REGULATIONS Rules and regulations not inconsistent with these Bylaws and the Bylaws of the National RWA, embodying additional provisions for the Chapter, may be adopted by the Board of Directors. Such rules and regulations shall be written, and shall be considered official Chapter Policy and Procedure. ARTICLE XII - AMENDMENTS Section 1: These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular meeting of the Chapter, provided that at least thirty (30) days notice is given of an intention to alter, amend or repeal these Bylaws and to adopt new Bylaws. Proposed changes must be submitted to the members in writing at least thirty (30) days prior to the designated date to vote. Such action shall require passage by a simple majority of those voting. Such voting may be by absentee ballot in accordance with ARTICLE VI, Section 2e, of this document. Proxy voting is prohibited. Section 2: National RWA Bylaws and Policies shall always supersede the Bylaws and Policies of the Chapter. Should the Chapter’s Bylaws conflict with those of the National, the Chapter’s Bylaws must be altered, amended or repealed and new Bylaws adopted in accordance with Section 1 of this ARTICLE to conform and comply with those of National RWA. Additionally, Chapter policies which conflict with those of National RWA shall be amended by the Chapter’s Board of Directors to comply with those of National RWA. ARTICLE XIII - DISSOLUTION Upon any dissolution of the Chapter, its property and assets shall be distributed as follows: a: All liabilities and obligations of the Chapter shall be paid, satisfied and discharged or adequate provisions shall be made thereof. b: Assets held by the Chapter upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements. c: Any remaining assets shall be distributed among such charities as may be designated by National RWA. d: All dues collected and other income of the Chapter must be used for the purpose of the Chapter and shall not be to the benefit of any individual member. e: Severability. If any of the ARTICLES contained above should be found inapplicable, all of the other ARTICLES will continue in force. ARTICLE XIV - EMPOWERMENT CLAUSE The Board of Directors, with the approval of the membership, may undertake any other activity in keeping with the purposes set forth in ARTICLE II (Purpose) of the Bylaws which is not set forth in these Bylaws, including but not limited to the purchase or lease of real estate, equipment and/or the employment of a support staff. Original SFA/RWA Chapter Bylaws approved by a majority vote of the general membership in attendance at the Chapter meeting on February 10, 1990.
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