Organization Bylaws:
(as approved by membership on September 9, 2006)
Article I: Description
1. Purpose. The Writers Guild of Eastern Oregon (hereinafter the Guild) promotes, encourages, and supports writing and a supportive, caring environment for writers in the Eastern Oregon region. Through networking and sharing of information, advice, and experience, the organization will promote advancement and excellence in writing, professionalism, and sound business practices, and will support the development of professional and business resources for writers within the region.
2. Activities. Activities include but are not limited to readings by writers and authors, editorial feedback, and cooperative sharing of experience, advice, and information. The group may sponsor writing workshops, presentations, book-signings, and book sales by members or outside authors.
3. Special Activities and Services. Members may also participate in on-line activities, including members-only forum, chat-line, email services and website (subdomain) page listings on the WGEO website, subject to observance of rules for appropriate use, and subject to the availability and willingness of volunteer members to provide such service for the Guild. The WGEO website is not operated or owned by the Guild, and neither the Guild, nor its directors, nor membership in general shall be held responsible for content or accuracy of the information provided there. All decisions regarding appropriate content, behavior, or use of the site are the responsibility of the website owner(s)/operator(s) (hereinafter Web-Czar) who may remove any content, revoke permission or preclude use by any member at the sole discretion of the Web-Czar.
4. Cooperative Association. The Guild is an organization with bylaws proposed and accepted by the membership, an elected board of directors, and volunteer work committees. No dues or membership fees are required for membership, participation, or to attend regular meetings. From time to time, the Guild may sponsor events for which a cover fee is suggested or required, strictly for the benefit of speakers/presenters invited to the event. The board of directors of the organization may, at any time they deem appropriate, seek approval of the membership for a change of bylaws to allow incorporation under laws and regulations pertaining to non-profit status, and/or charge of membership dues.
5. Unless a change of the Guild bylaws are approved by the members, the Guild shall not earn revenue nor charge commissions, but may cooperatively assist members in the marketing and sale of the published writings of the members. All costs of advertising and marketing shall be jointly borne by the members who agree to participate in sales events, and all revenues from the sale of published works shall inure to the benefit of the participating members whose works are sold. The members owning said works shall singly be wholly responsible for any commissions or fees due to other cooperating persons or organizations for sale of their works, and any losses due to costs, accounting irregularities, theft of materials and products, or any other cause, and shall be wholly and directly responsible for their own record-keeping, including all tax records and liabilities.
6. The directors, or officers of the Guild shall make no commitment of funds nor incur any debt on behalf of the organization nor authorize payment of funds to other persons unless the bylaws are amended to allow incorporation of the Guild as a nonprofit 501(c)(3) organization or otherwise amended by the members to allow collection of dues, commissions or fees. In such case, the directors must promulgate specific rules for disbursement of funds, grants, or other payments and notify the membership of the rules and any modification of the rules. Notwithstanding, Directors or members may on their own behalf and on the behalf of other participating members, cooperatively fund purchase of materials or payment of fees, assuming all risks and liabilities of such purchase agreements or contracts. In such case, the individuals providing said funds shall own any assets thus acquired and shall be responsible for proper division of such assets. Members may also cooperatively agree to provide funds for the purchase of perishable refreshments, date-dependent materials for advertising meetings or events, or to pay for design of logos or letterheads which shall thereafter be deemed the copyrighted property of the guild.
7. Unless the bylaws are amended as noted in # 6 above, the Guild shall neither acquire nor own assets or real property other than copyright or trade rights pertaining to the organization, title, logo(s), or letterhead. The directors may by majority vote authorize the use of the organization name and logo in advertising, events, and particular promotions which further the purposes of the organization. (See # 1 of this article.)
Article II: Members
1. Membership: Eligibility to Vote. Membership shall be open to anyone who agrees to abide by these bylaws, subject to majority approval by the board of directors. Any member may vote on issues brought to the general membership by the board. Prospective members shall apply to the directors and shall become members upon acceptance by the directors. Members shall notify the secretary of any change of address. Membership may be revoked by a majority of the directors if a member displays inappropriate or harmful behavior, misuses or abuses facilities or services provided by the Guild, or acts in a way to bring disrepute to the organization.
2. Meetings.
a. Annual Meeting: Nominations and Election. Members shall meet on each second Saturday of September, at a time and place chosen by the directors, to review reports from the directors and officers, elect directors and officers, set dues, and such other business as may be set out in the notice, including introduction of proposals to amend the charter or bylaws. Nevertheless, the directors may call the annual meeting for another day that is no earlier than August 15 nor later than September 15. The directors may recommend one or more members for each office and seat on the board of directors, but such recommendation, nor any other nomination, shall not be required for election. If the directors fail to call an annual meeting before August 15 of any year, the president or any three members may call the meeting. Elections shall be by plurality.
b. Special Meetings. Special meetings may be called by the president, the directors, or any three members and shall be for the purpose of removing directors or officers and electing new directors or officers in their stead or for amending the charter or bylaws.
c. Notice. All members’ meetings shall be held on the second Saturday of each month beginning at 1 p.m. unless changed by a quorum of the membership. No general notice shall be required, but the directors shall appoint a member to contact other members by email specifying the time and place of the meeting, agenda and programs if pre-planned, and the particulars of any matters relating to elections of the directors.
d. Voting and Proxy Voting. Voting may be in person, by email, or by proxy. Proxies shall be in writing, signed by the member, and specify the person for whom the vote is to be cast or the action to be taken. Proxies may be presented at the meeting by a third person or mailed to the secretary. A member attending a meeting may revoke an earlier proxy. In the case of two or more proxies from the same member, the most recent shall be valid, and if it cannot be determined which proxy is the most recent, no proxy shall be valid.
3. Other Business. Any issue deemed appropriate by the moderator may be discussed, but only action adequately warned and duly acted upon shall be binding.
4. Quorum and Eligibility. All action by the membership shall require a vote of at least thirty percent of those members in good standing (current with their dues if so enacted).
Article III: Directors
1. Board of Directors. The business of the Guild not reserved to the members shall be conducted by a board of directors consisting of five members, including the officers, elected by the membership. If the bylaws are amended and a treasurer’s office is required, then the treasurer shall be elected from among the five directors and the office of treasurer and director shall be held as one. All officers and directors shall serve one year terms.
2. Directors’ Meetings.
a. Notice. Meetings may be called by the president or by a majority of directors. Notices shall be mailed or emailed at least ten days prior to the meeting and shall state the time and place of the meeting. It is encouraged that the notice contain an agenda, but business not on the agenda may be acted upon.
b. Quorum. A majority of directors shall constitute a quorum, and a majority of directors present shall be sufficient for action even if by fewer than a majority of the directors serving. Directors may also vote by signed proxy.
c. Action without Meeting. Directors may act without meeting by written unanimous consent.
d. Waiver of Notice. A director may waive notice by filing a written waiver with the secretary. Also, attendance at a meeting shall constitute waiver of notice unless the director objects on the record about lack of notice. (If this is not clear, it means that in cases when a director was not notified, but attends a director’s meeting, the vote on action may still proceed unless the director objects to failure of sufficient notice.)
e. Place of Meetings. Because the Guild shall represent members from the entire eastern Oregon region, it is the intent of the board to provide a central meeting location accessible to its members. All meetings shall be within a five mile radius of the main post office of Baker City, but by majority consent, directors may meet elsewhere.
f. Meetings Open to Members. Directors’ meetings shall be open to members.
g. Void Acts. Any attempted action by a director or group of directors that is not in accord with this Section 2 shall be null and void.
Article IV: Officers
1. Number, Qualification, and Term of Office. The officers shall be: a president; a vice-president, and a secretary. If the Guild is authorized by change of bylaws to collect or earn fees or seek non-profit status, then a treasurer shall also be elected at such time from among the board of directors. Terms shall be for one year, and officers may succeed themselves. Officers and directors shall take office immediately upon election. Officers shall serve until they resign, are removed by the members, or until their successors are elected.
2. President. The president shall: preside over all meetings of the Guild; perform such duties as might be assigned by the directors; and serve under the direction of the directors. In the absence of a contrary directive from the directors, the president shall sign all documents to which the Guild is a party as agent for the Guild (except checks, which may be signed by the treasurer).
3. Vice-President. The vice-president, in the absence of the president, shall preside over meetings and perform all other duties of the president.
4. Secretary. The secretary shall: take or cause to be taken minutes of all business meetings; notify members and directors of all business meetings as directed by the directors, president, or members, as the case may be; keep complete records of all notices; keep the names and addresses of all members; and make all records available for inspection by directors, officers, or members at reasonable times and places.
5. Treasurer. The treasurer, under the directions of the board of directors, shall: keep all funds of the corporation on deposit in banks, credit unions, or similar institutions; pay all obligations of the Guild; account to the directors and members for all receipts and expenditures in a format prescribed by the directors; make required reports to the IRS and any other oversight agencies if the Guild attains non-profit status.
Article V: General Provisions
1. Fiscal Year. Until or unless amended by the membership, the bylaws of the Guild prohibit the collection or disbursement of funds, acquisition of assets, or incurring of debt by the Guild. Therefore, the Guild shall have no fiscal business year.
2.Revenue. Dues shall be assessed only if the bylaws are changed by the membership at a duly warned meeting requiring 30 days notice. The membership may set different levels for differing classes of members, including students, senior members, and honorary members. Dues shall be due and payable on or before August 1. Dues for anyone applying for membership after February 1 shall be reduced by half. Payment of dues shall be a condition of membership but shall not be a legal obligation of any member. The directors shall have the discretion to waive dues on an ad hoc basis. The directors may approve other revenue, but no member shall be personally obligated for the Guild’s debts. Nevertheless, individual members may by written consent contract, pledge, or otherwise bind themselves to the Guild.
3. Removal of Directors and Officers. Directors and offices may be removed with or without cause by the members at a special meeting called for that purpose, subject to requirements for timely notice to the entire membership, and subject to normal voting rules including quorum.
4. Admission to Activities. Admission to Guild activities shall be upon such terms as the board of directors shall prescribe.
Article VI: Amendment
The members may amend these bylaws at a duly warned meeting. The warning shall set out the exact wording of the proposed amendment, which shall not be subject to amendment from the floor.