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Bylaws

BYLAWS OF
AMERICAN NIGHT WRITERS ASSOCIATION, INC.

Adopted - September 24, 2002
Revised - September 23, 2011
Revised - December 20, 2011

 

ARTICLE I - NAME AND PURPOSE

Section 1.1 NAME


The name of this organization shall be AMERICAN NIGHT WRITERS ASSOCIATION, INC. hereafter referred to as ANWA. The organization shall maintain its principal office at the address of the Executive President but may transact business at such other place as the Executive Committee and/or Board of Directors may from time to time designate.

 

Section 1.2 PURPOSE


ANWA is a peer network for women who belong to The Church of Jesus Christ of Latter-day Saints and are interested in writing. The purpose of the organization is to encourage, assist, educate, and motivate members to write, and, if they desire, to publish their works.


Section 1.3 BASIC POLICIES


This organization is structured exclusively for literary, religious, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The organization’s fiscal year will be January 1st  through December
31st.

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 Section 1.2 hereof. 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. Notwithstanding any other provision of these articles, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this organization.

Upon the dissolution of the organization, assets shall be donated to The Church of Jesus Christ of Latter-day Saints for exempt literary purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. 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 as said Court shall determine.

 

ARTICLE II - MEMBERSHIP

Section 2.1 QUALIFICATIONS


Any woman who is a member of The Church of Jesus Christ of Latter-day Saints and is
interested in writing is eligible for membership in this organization. Membership in ANWA shall be made available without regard to race, color, or national origin under such rules and regulations not in conflict with the provisions of these bylaws. ANWA may admit persons to membership at any time. Each member shall pay dues to said organization as may be prescribed by the organization. Potential members may visit a chapter twice before applying for
membership and paying dues. Only members of ANWA shall be eligible to participate in the business of ANWA or to serve in any of its elective or appointed positions.

 

ARTICLE III - EXECUTIVE OFFICERS AND THEIR ELECTION


Section 3.1 GENERAL POWERS


Members of the Executive Committee will be the Executive President, the President-elect, the Secretary, the Treasurer, and the Past-Executive President, each of whom shall be of lawful age and members of the organization. Membership on the Executive Committee terminates upon expiration of ANWA membership.

The Past-Executive President will serve as an Ex officio non-voting member but will be called upon to vote in the case of a tie. All other members of the Executive Committee will be voting members.

 

Section 3.2 OFFICERS ELECTION


Annual elections for open positions will occur in the fall, and the officers will begin their terms on January 1st following.

 

Section 3.3 TENURE


The President-elect is elected for a term of one year. Following that term, she ascends to the office of Executive President for one year followed by a one year term as Past-Executive President. An election for President-elect will be held every year.

The Treasurer and the Secretary will serve two-year staggered terms with the Treasurer being elected in odd-numbered years and the Secretary being elected in even-numbered years.No person shall be elected to hold more than one executive office at the same time. An executive officer is allowed to run for office more than once.

 

Section 3.4 NOMINATIONS


The Secretary accepts nominations for Executive Officers from the Chapter Secretaries as nominated from the general membership during Chapter meetings. A member who is not affiliated with a chapter may nominate herself or another member directly to the Secretary. Nominees for Executive Officers must have served as a Chapter Officer or as a member of a Standing Committee. The Secretary verifies that the nominee is willing and qualified to serve before placing the nominee’s name on the official ballot.

 

Section 3.5 ELECTIONS


The Board of Directors shall prescribe the manner of elections. The Nominee who obtains the greatest number of votes for a given office shall be elected. The Secretary shall oversee elections. When a vote of the general membership is called electronically, a quorum shall be those responding within 7 calendar days. Notice of the impending vote must be given to the general membership two weeks prior to the vote being called.

 

Section 3.6 RESIGNATIONS


Any executive officer may resign at any time by giving written notice to the Executive President. Said resignation shall become effective upon receipt by the Executive President if the resigning executive officer specifies no date. If the Executive President resigns, the President-elect will accept the written notice of resignation.

 

Section 3.7 REMOVAL OF OFFICERS


An executive officer may be removed (after an appropriate hearing with the Board of Directors) by the majority vote of a quorum of the Board of Directors whenever the Board determines it is in the best interests of the organization. Any such removal shall be without prejudice to the rights, if any, of the person so removed.

 

Section 3.8 VACANCIES


In the event of a vacancy in the office of Executive President, the Past President becomes Executive President and completes the unfilled term. She then has the option of serving an additional year as Past President.

In the event of a vacancy in the office of President-elect, the general membership shall, by majority vote in a special election, elect a replacement to complete the term of office. Members shall be notified of said election in the manner prescribed by the Board of Directors.In the event of a vacancy in the offices of either the Secretary or Treasurer, the Board of Directors shall, by majority vote, elect a replacement to complete the term of office. Members shall be notified of said election in the manner prescribed by the Board of Directors.

 

Section 3.9 COMPENSATION


No executive officer shall receive wage or salaried compensation of any kind from the organization for her services.

 

Section 3.10 MEETINGS


The Executive Committee shall meet on a regular basis as determined by the Executive
President.

 

ARTICLE IV - DUTIES OF EXECUTIVE OFFICERS


Section 4.1 EXECUTIVE PRESIDENT


The Executive President shall preside at all general meetings of this organization and meetings of the Executive Committee and/or Board of Directors, shall facilitate proper order and decorum based on the bylaws of this organization, shall be a member ex-officio of all standing
committees, and shall perform such other duties as may be prescribed by the Board of Directors in overseeing the operations of the organization.

 

Section 4.2 PRESIDENT-ELECT


The President-elect shall act as aide to the Executive President, shall perform the duties of the Executive President in the absence of said officer, and shall perform such other duties as may be delegated by the Executive President or prescribed by the Board of Directors.

 

Section 4.3 SECRETARY


The Secretary shall keep a correct record of all meetings of the Executive Committee, the Board of Directors, and other general organization meetings, including the annual meeting; shall prepare agendas and minutes for said meetings in a timely manner as directed by the Board of Directors; shall keep the official roster of members; shall keep a record of all standing and special committee chairpersons; shall handle all written correspondence as necessary; shall send out notices; shall maintain the past records of the organization; shall train the incoming
Secretary; and shall perform such other duties as may be delegated by the Executive President or prescribed by the Board of Directors.

 

Section 4.4 TREASURER


The Executive Treasurer shall collect all monies of the general organization, although Chapter Officers and Regional Directors may collect and disburse money for their events. General evenorganizers shall present collected monies to the Executive Treasurer with an account signed by two members who have each separately counted the funds in each other’s presence. The Executive Committee shall be the only signers on the ANWA account and the only persons in possession of said account checks and credit cards. The Treasurer shall keep cash in a secure location until a deposit is made and deposit all monies in a timely manner. The Treasurer shall maintain an accurate record of all receipts and expenditures; shall pay all approved bills; shall have the annual tax returns prepared and filed with the appropriate tax authorities in a timely manner; shall file and preserve all financial documents of the organization; shall give a monthly report of all transactions at the ANWA Board of Directors meeting; shall train the incoming Treasurer; with input from the Board of Directors, shall prepare and present an annual budget; and shall perform such other duties as may be delegated by the Executive President or prescribed by the Board of Directors. The Board of Directors may request an external audit of the books and records at any time.

 

Section 4.5 PAST-EXECUTIVE PRESIDENT


The Past-Executive President will serve as an ex officio non-voting member but will be called upon to vote in the case of a tie. She will advise the Committee and shall perform such other duties as may be delegated by the Executive President or prescribed by the Board of Directors.

 

Section 4.6 TRANSFER OF RECORDS


All records, books, funds and other materials pertaining to each office shall be turned over to the newly elected officers when the successor takes office.

 

ARTICLE V–BOARD OF DIRECTORS

Section 5.1 MEMBERSHIP


The Board of Directors shall consist of the Executive Committee and the Chairs of the Standing
Committees.

 

Section 5.2 REPORTING


The Board of Directors shall present a report at the annual meeting of the organization. A
summary of the report will be disseminated to the general membership in writing.

 

Section 5.3 MEETINGS


The Board of Directors shall meet on a regular basis as determined by the Executive Committee.

 

Section 5.4 VOTING


A quorum to conduct business at a Board of Directors meeting shall be two-thirds of the Board of Directors. The members of the Board of Directors shall be the only organization member eligible to vote at a Board of Directors meeting. The Past-Executive President will serve as an ex officio non-voting member but will be called upon to vote in the case of a tie. Board of Directors meetings shall be open to the general membership.

 

ARTICLE VI - STANDING COMMITTEES


Section 6.1 STANDING COMMITTEES


Standing Committees may be created by the Executive Committee as required to carry on the work of the organization. The Executive Committee, through its President, shall, at its option, maintain representation on all Standing Committees through ex officio representation. Work may be undertaken by any Standing Committee within the approved budget.

 

Section 6.2 PURPOSE


The purpose and function of standing committees shall be to provide services, process information, and implement events so that ANWA may carry out its stated purpose.

 

Section 6.3 COMMITTEE CHAIRS


The Executive Committee has the authority, in consultation with the Board of Directors, to appoint Committee Chairs as needed to further the Mission of ANWA. Committee Chairs will be appointed by the Executive Committee from a slate of volunteers submitted to them from the Chapter Secretaries. Each Committee Chair will then appoint their respective Committee Members from the remaining slate of volunteers, membership records, or other recruiting efforts as needed. A Committee Chair must have previously served on said Committee unless no
member is available who has previously served on the Committee.

 

Section 6.4 TERMS


The term of the members of any ANWA Standing Committee shall be one year with the option of renewing for additional terms if sanctioned by the current Committee Members and the Executive Committee. Membership on an ANWA Committee terminates upon expiration of ANWA membership.

 

Section 6.5 DISSOLUTION


Standing Committees shall be dissolved and shall be reestablished as deemed necessary by the
Executive Committee.

 

Section 6.6 REPORTING


The work of Standing Committees is deemed to be the responsibility of the Board of Directors, and the activities and actions of Standing Committees shall be reported to the organization membership in the manner prescribed by the Board of Directors.

 

Section 6.7 SPECIAL COMMITTEE


The Board of Directors may appoint members to special committees for specific tasks. Chairs of Special Committees will not become members of the Board of Directors nor have voting rights.

 

ARTICLE VII - UNITS OF ANWA

Section 7.1 UNITS


Units may be created by the Board of Directors as required to carry on the work of the organization, including Chapters and Regions.  The Board shall create these units as necessary based on the growth and geographical locations of the membership.

 

Section 7.2 CHAPTERS


The Membership of ANWA shall be divided into local and/or online Chapters in order to better serve each individual Member. Each Chapter will elect a Chapter President, Chapter Vice- President, and Chapter Secretary in a manner prescribed by the Board of Directors. The duties of those officers will be as prescribed by the Board of Directors.

 

Section 7.3 REGIONS


The Chapters of ANWA shall be organized into geographical Regions in order to better serve each Chapter.

 

Section 7.4 REGIONAL DIRECTORS


Each Region shall have at least one Regional Director who is appointed by the Executive Committee. A Regional Director must reside within the Region in which she serves as director. She may also serve as an officer in her local Chapter. The primary responsibility of the Regional Director shall be to organize local ANWA events within her Region in order to serve the Members of the Chapters within the Region. Duties of the Regional Director may be expanded by the Board of Directors as ANWA Membership grows in order to best meet the needs of local members.

 

ARTICLE VIII - MEETINGS

Section 8.1 REGULAR MEETINGS


Business may be conducted at regular or special meetings and at Executive Committee and/or Board of Directors meetings. An annual meeting of the organization shall be held to coincide with the annual conference of the organization at dates and times set by the Board of Directors. Adequate notice must be given of meeting dates and times. Notice must be given in the same method that notice for meetings are normally given.

 

Section 8.2 SPECIAL MEETING


Meetings for special purposes, either electronic or in-person, may be called by the Board of Directors. The Executive Secretary shall send written or electronic notice of such meetings to all members at least seven (7) days prior to the special meeting date.  Said notice shall state the specific purpose of the special meeting.

 

Section 8.3 VOTING PROCEDURES


A quorum for the Executive Committee meetings shall be a majority of the voting members of the Committee. A quorum for the Board of Directors meetings shall be two-thirds of the board. When a vote of the general membership is called electronically, the issue will be decided by a majority vote of those responding within 7 calendar days. If deemed necessary by the Board of Directors, a vote of the general membership may be called by mail. In that case, the issue will be decided by a majority vote of those responding within 30 calendar days. Notice of the impending vote must be given to the general membership two weeks prior to the vote being called.

 

ARTICLE IX - DUES

Section 9.1 DUES


The Board of Directors shall determine the annual dues of the organization, and may waive dues as they see fit. The Treasurer shall collect all dues. Payment of such dues is a prerequisite to becoming a member of the organization, unless dues are waived by the Board of Directors.

 

ARTICLE X - AMENDMENTS

Section 10.1 VOTING


These Bylaws may be amended, repealed, or altered by majority vote of the Board of Directors as long as a quorum is present. The bylaws must then be ratified by the general membership.

 

Section 10.2 APPROVAL


Upon approval of revisions by the majority of votes cast by the general membership, the new bylaws will take effect immediately. When a vote of the general membership is called electronically, a quorum shall be those responding within 7 calendar days. Notice of the impending vote must be given to the general membership two weeks prior to the vote being called.

 

ARTICLE XI - RULES OF ORDER

Section 11.1 PROCEDURES


These bylaws shall be the governing authority of the organization. “Robert’s Rules of Order, Newly Revised” shall be available as a reference.