Bylaws for PENNWRITERS, INCORPORATED
1. NAME The name of this Organization shall be Pennwriters, Incorporated, also referred to as Pennwriters.
2. The Mission of Pennwriters Inc. is to help writers of all levels, from the novice to the award-winning and multi-published, improve and succeed in their craft.
3.1 Membership in Pennwriters shall be composed of those persons seriously pursuing a writing career as well as other related professionals. All adults embracing the purposes of Pennwriters who agree to be bound by these Bylaws shall be eligible to apply for membership. Members are eligible for Pennwriters official publications and may attend Pennwriters events at member rates.
3.2 Members are expected to maintain the highest ethical standards in their professional dealings. Members shall ratify, accept, and/or agree to follow Pennwriters Bylaws in all things that are not contrary to law.
3.3 Membership shall be obtained only after approval of an appropriate application and payment of Pennwriters fees. No adult shall be denied membership because of race, color, sex, age, religion, or national origin. Failure to meet financial obligations to the organization shall result in the loss of membership and privileges.
3.4 Members shall be dropped from the rolls for nonpayment of Pennwriters dues.
3.5 Any member may resign by filing a written resignation with the President. Resignation will not relieve members of obligations to pay any outstanding accounts due Pennwriters.
4. BOARD OF DIRECTORS
4.1 The Board of Directors shall be composed of:
1) the officers of the Organization;
2) the Area Representatives;
3) the Pennwriters Newsletter Editor;
4) the Conference Coordinator;
5) the Coordinator of Internet Activities.
The immediate past President of Pennwriters shall serve as an advisor to the Board and shall have the right to attend all meetings but shall not have the right to vote on Board decisions.
4.2 The Board of Directors shall make policy and shall be responsible for the day-to-day running of the Organization. The Board shall meet in person at least one (1) time a year at a time and place set by the President. Notification and confirmation of at least thirty (30) days shall be given for this regular Board meeting to each member of the Board and to the immediate past President. An alternate date shall be established in case of inclement weather.
4.3 A majority of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board.
4.4 Business of the Board of Directors may be conducted by mail, telephone, email, online, and technologies yet to be developed. Any vote taken by mail or telephone shall be presented for ratification at a subsequent meeting of the Board.
4.5 Special meetings of the Board of Directors may be held at the call of the President. In addition, any three (3) members of the Board may call a Special Meeting provided that at least five (5) days notice is given to each Board member and that the notice includes the time, place, and purpose of the meeting.
4.6 Any member of the Board may be removed from office for nonperformance of duties, inferior job performance, failure to abide by the Bylaws of Pennwriters, misuse of Pennwriter resources, and/or gross disrespect toward and the inability to work with the other members of the Board of Directors, or any other just cause. Removal of a Board member shall require a majority vote of the other Board members, and the individual shall be allowed to speak on his/her own behalf before the vote, according to the guidelines set forth in the Policies and Procedures manual.
5.1 The officers of the organization shall be:
3) Vice President; and
4) Author Advocacy Coordinator.
The Board of Directors shall select a Treasurer. If selected from within the Organization’s membership, the Treasurer shall be a voting member of the Board of Directors. A Treasurer from outside the membership will serve under contract with the Organization rather than as a voting member.
5.2.1 President: The President shall
1) preside over the Board of Directors and Organization meetings, and
2) serve as spokesperson for Pennwriters. The President shall appoint a Newsletter Editor and a Conference Coordinator, shall appoint other committees as needed, and shall serve as an ex-officio member of all committees.
5.2.2 Secretary: The Secretary shall
1) keep minutes of all business meetings of the Board of Directors;
2) conduct Organization correspondence and keep copies on file;
3) keep a minutes book containing all minutes plus an up-to-date copy of the Organization Constitution, Bylaws, Polices and Procedures Manual, the official membership roster, a copy of each issue of the Pennwriters Newsletter;
4) maintain an attendance sign-in sheet at each statewide Organization meeting;
5) send out dues renewal notices; and
6) notify dues-delinquent member of the date on which his/her membership expires. In the absence or incapacity of the President and Vice President, the Secretary shall perform the President’s duties. The Secretary’s duties may be delegated, but the responsibility remains with the Secretary.
5.2.3a The Treasurer’s position will pay a contracted rate of $200 per week from January through May and $50 per week from June through December, reflecting the workload required. In addition to this contracted rate, the treasurer will be reimbursed for mileage and accommodation expenses for attending board meetings and the annual conference.
5.2.3b The Treasurer shall
1) receive all monies and pay all bills authorized by the Board of Directors within thirty (30) days;
2) maintain an itemized account of all receipts and disbursements;
3) develop an Annual General Budget;
4) inform the Board of Directors of the Organization’s financial status with a printed statement at Board meetings;
5) present a summary of the Organization’s financial status at the annual General meeting; and
6) serve as Conference registrar. During the annual conference the treasurer will work from 9 a.m. to 5 p.m. on Friday and Saturday and from 9 a.m. to 11:30 a.m. on Sunday. In addition to these duties, the Treasurer will locate and apply for grants that will provide funding to promote the mission of the Organization. The Treasurer may retain 10% of any grant money awarded to Pennwriters.
5.2.4 Vice President: The Vice President shall
1) coordinate all official Pennwriters events and
2) undertake such duties as the Board of the Directors shall assign. In the absence or incapacity of the President, The Vice President shall perform the President’s duties. The Vice President’s duties may be delegated, but the responsibility remains with the Vice President.
5.2.5 Author Advocacy Coordinator: The Author Advocacy Coordinator shall
1) maintain a list of all published authors who have met the Criteria of Published Pennwriters;
2) solicit news and supervise production of the booksellers Newsletter;
3) facilitate booksellers’ contact with members;
4) provide stickers and Pennwriters bookmarks as needed;
5) maintain the Pennwriters Booksellers list;
6) organize the Published Authors Event at the Spring Conference
7) coordinate published authors’ meeting at conference; and
8) any other items delegated by the Board. The Author Advocacy Coordinator’s duties may be delegated, but the responsibility remains with the Author Advocacy Coordinator.
6.1 Pennwriters membership shall be divided into areas to provide sufficient representation, and each area shall be recognized by the Board of Directors. Areas are invited to hold meetings, sponsor events, and plan programs. Each region shall be represented on the Board of Directors by an elected Area Representative. In the event of resignation of an Area representative, the President, with the approval of the Board, shall appoint a person from that region to fulfill the remaining term. Each region shall be governed by the Bylaws and Rules and Regulations of Pennwriters.
6.2 Area Representatives are expected to maintain a highly professional attitude and shall
1) serve on the Board of Directors of Pennwriters;
2) coordinate Area Meetings, and
3) act as a liaison and information source for their area members, other Pennwriters areas, and Pennwriters as a whole. At least one (1) of the Area Representatives shall serve on the Pennwriters Conference committee. The activities of the Area Representatives shall be coordinated by the Coordinator of Areas. In all other respects, the areas are encouraged to remain autonomous. The duties of the Area Representatives may be delegated, but the responsibility remains with the Area Representative.
6.3 Pennwriters shall not be financially responsible for obligations incurred by any Member or Area unless the Member or Area has received authorization from the Board of Directors to incur the obligation, and, unless that authorization has been clearly outlined in Pennwriters’ Annual General Budget and Policies and Procedures Manual. That authorization is to be written in the form of Board minutes.
6.4 Area Representatives shall elect and the Board shall approve a Coordinator of Areas. This Pennwriter must have previously served at least a two-year term on the Pennwriters Board, preferably as an Area Representative. It will be the duty of the Coordinator of Areas to serve as a member of the Board; to coordinate and facilitate cooperation and interaction between areas and Area Representatives; to act as the common “voice” of the Area Representatives when a unified action is desired at the Board level; and to report for any Area Representative not able to attend a Board meeting.
7.1 Annual elections shall be held during the spring of each year and prior to the annual Board Meeting as follows:
7.2.1 Area Representatives shall be chosen solely by the General Members within their Area and will be chosen during the general elections. The Author Advocacy Coordinator shall be chosen solely by published members. Officers whose terms expire shall be elected at the same time by a vote of all General Members. The results shall be announced in the Pennwriters Newsletter and at the annual Board Meeting. The term of office for all Pennwriters offices shall be two years, with the elections of all officers staggered in such a way as to keep at least half of the elected Board in office in order that at no time will the Pennwriters Board of Directors consist wholly of inexperienced personnel.
7.2.2 The President shall appoint an Elections Chairperson no later than the 1st Monday in January. Nominations for those officers to be elected in the current year’s election may be made by mail or phone. The Elections Chair and his/her committee shall then make additional choices as needed. The nominations shall be considered closed by the 1st Monday in February.
7.2.3 No later than the 1st Monday in March, ballots for elected posts shall be sent to General Members. All ballots must provide space for write-in candidates. Ballots must be received by the Elections Chair by the last Monday in March. If any of the dates fall on a holiday, the deadline shall be the next business day. The Elections Chair shall appoint a minimum of two tellers to count the ballots and shall report the results to the President, all the candidates, and the Newsletter Editor.
7.2.4 Any challenge to the election procedure or the results of the elections must be filed with the Board of Directors no later than 14 days after the official notification of the results is made by the Elections Chair. The duly elected officers and members of the Board shall take office at the general business meeting held between April 20 and June 1.
7.2.5 Terms of office for Pennwriters Officers shall be from the general business meeting of the year in which they are elected until the general business meeting two years subsequent to their election. Outgoing Officers shall turn over all pertinent records to the Incoming Officers by June first.
8.1 The standing committees of the Organization shall be
2) Elections, and
The Chair of the Newsletter committee shall be the Newsletter Editor. The Chair of the Conference committee shall be the Conference Coordinator. All three Chairpersons shall be appointed by the President on approval of the Board.
8.2 Other committee chairs shall be appointed by the President as needed, with approval of the Board.
9.1 A Pennwriters General Membership meeting shall be held at least once annually. Meetings shall be held in a central location whenever possible.
9.2 The Pennwriters Newsletter shall announce the times and locations of all meetings.
9.3 One tenth of the membership shall constitute a quorum at an annual meeting. General members shall be sent information requiring membership response at least one (1) month prior to the Meeting. Any necessary ballots shall be included, and the results will be announced in the Pennwriters Newsletter. Members wishing to bring business before the membership for vote must submit an “Intent to Publish Resolution for Membership Consideration” along with the drafted resolution for publication to the president at least six (6) weeks before the General Meeting.
The Organization shall issue a Newsletter at least three times a year to all paid members. The Newsletter shall announce dates of General and Board Meetings, the results of elections, and information about programs of interest to members, as well as providing pertinent information about the Organization and its members. The Newsletter may be exchanged with other Organizations on a reciprocal basis and may be used as a promotional tool. In the interest of keeping the costs reasonable, the mailing list shall be reviewed and purged at least annually.
11.1 Annual dues for membership shall be determined by the Board of Directors. Any change in the amount of dues may be accomplished by a quorum vote of those present at a regularly scheduled Board Meeting and would become effective for the subsequent Organization year. Dues shall be published in all membership materials, and changes in the dues shall be announced in the Pennwriters Newsletter.
11.2 Payment of dues shall entitle an individual to membership for one year. Each subsequent year, dues shall be due and payable on July first. Any member failing to pay within sixty (60) days shall be dropped from the rolls, unless for good reason the Board of Directors decides to grant that member an extension. Membership may be reinstated at any future date upon payment of dues and all outstanding accounts to Pennwriters.
11.3 Prospective members may attend a maximum of two (2) Area or statewide functions prior to joining the Organization.
11.4 All dues collected and other income of the Organization must be used for the purpose of the Organization and shall not be used to the financial benefit of any individual member. Members may, however, be reimbursed for expenses incurred within the approved Annual General Budget and with prior approval of the Board of Directors. Members also may be paid a reasonable sum for services rendered, if the services are covered in the Annual General Budget or with prior approval of the Board of Directors.
12.1 The accounts of Pennwriters shall be subject to annual review and audited when mandated by law.
12.2 Funds shall be deposited in accounts designated by the Board of Directors. The Organization shall adopt an acceptable accounting system with the appropriate checks and balances to safeguard Organization funds. Both the Treasurer and the President shall be authorized to sign checks. Checks over a certain dollar amount must have the approval of both the Treasurer and the President (the exact amount to be set by the Board of Directors and to be reviewed annually).
12.3 The Treasurer shall present an Annual General Budget no more than sixty (60) days into the new fiscal year. Upon approval of the Board of Directors, the proposed Annual General Budget shall be presented to the membership through the Newsletter and funds shall be disbursed in accordance with the Annual General Budget. When necessary and with good cause, the Annual General Budget may be amended by the Board of Directors.
13. TITLE AND LOGO
The Pennwriters title and logo may only be used with the express written permission of the Board of Directors. The Board may grant a limited license for use on such promotional items, with any moneys raised by such licensing being the property of the general treasury.
14. RULES AND REGULATIONS
Rules and regulations not inconsistent with these Bylaws, embodying additional provisions for the government of the Organization, may be adopted by the Board of Directors and shall be considered official policy.
These Bylaws may be amended by a majority vote of those individuals from the General Membership who cast a vote. To change or amend these Bylaws, the President must appoint a Bylaws Chairperson. This Chair will draft the proposed change (s). Any proposed changes must be circulated to the General Membership for comment at least sixty (60) days prior to the vote on said Bylaws change. Voting by the General Membership may be done by mail or may be done during the General Membership Meeting, at which a majority of the membership present will constitute a quorum.
16.1 Upon the dissolution of Pennwriters, its property and assets shall be distributed as follows:
16.1.1 All liabilities and obligations of the Organization shall be paid or discharged in a satisfactory manner, or adequate provision shall be made there for.
16.1.2 Assets held by Pennwriters requiring return, transfer, or conveyance shall be returned, transferred, or conveyed.
16.1.3 Any remaining assets shall be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal, State, or local government for exclusive public purpose.
PURPOSE The goals of Pennwriters are to:
1) promote excellence in writing;
2) help aspiring authors learn how to become published via traditional professional venues;
3) advance the careers of published writers;
4) facilitate professional networking between members and representatives of the traditional publishing industry; and
5) act as a liaison between authors and booksellers. (5/17/03)
The mission of Pennwriters, Inc. is to help writers of all levels, from the novice to the award-winning and multi-published, improve and succeed in their craft.