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The Bylaws of the Writer’s League

Article 1: Mission
1.1 General – The Writers’ League of Texas (”the League” and formerly the Austin Writers’ League) is a nonprofit professional organization of writers, published and unpublished, full-time and part-time, with headquarters in Austin, Texas.

1.2 Purpose – The purpose of the Writers’ League of Texas is to provide a forum for information, support, and sharing among writers; to help members improve and market their writing skills; and to promote the interests of writers and the writing community.

1.3 Written notice defined – Written notice under these Bylaws shall normally be inclusion of the notice in the League publication sent to all members. Any other written format that reaches all members shall be acceptable also, including but not limited to postcard, fax, and e-mail. When 30 days’ notice is required, the 30 days shall be counted from the postmark date or the official mailing/electronic transmission date, whichever occurs later.

1.4 Official Publication/Newsletter – The Writers’ League of Texas will produce an official publication (”the Publication”) for all members on a regular basis.

Article 2: Structure
2.1 Composition – The Writers’ League of Texas shall be composed of the General Membership, a Board of Directors, committees, study groups, chapters, and other groups created to meet members’ needs.

2.2 General Membership defined – In these Bylaws, “General Membership” means those members who have paid the dues for membership and those individuals who have been awarded honorary membership.

Article 3: General Membership
3.1 Membership requirement – Any person interested in writing may become a voting member of the Writers’ League of Texas by paying the nominal dues for 12 months’ individual membership or by being awarded an honorary membership in the League.

3.2 Dues – Dues for membership shall be assessed each member other than an honorary member, beginning the month of joining. Dues for 12 months’ individual membership shall be nominal.

3.2a Levels of membership – In addition to General Membership, the Board may provide for levels of membership. Dues for levels of membership other than individual membership shall be set by the Board.

3.2b Honorary membership – The Board may award honorary memberships to individuals, for a set period of time or for life. These memberships are to recognize individuals for their contributions to the League or for their writing accomplishments. Honorary memberships are not to be awarded for financial support.

3.3 Dues notice and voting – The Board shall send written notice of a vote on a proposed change in nominal dues for 12 months’ individual membership to members. At least 30 days’ written notice shall be required. The written notice shall include:

(a) the time and place of the vote,

(b) procedures for absentee voting, and

(c) the current and proposed individual dues.
Individual dues, their amounts, and their categories shall be changed only by a two-thirds majority of members who vote after full notice has been given.

3.4 Monthly meetings – Each month except December there shall be a regular meeting of the General Membership (”general meeting”) for transaction of any necessary business and other League functions.

3.5 Duties – The General Membership shall:

(a) approve the Bylaws and any amendments to the Bylaws,

(b) elect or recall Board of Directors members, and

(c) vote in referendums.

3.6 Referendums by petition – The General Membership may, by petition signed by 10 percent of the members, bring any policy issue concerning the League to a referendum vote. Within 30 days of receiving a referendum petition, the Board shall send written notice of a referendum vote to members. At least 30 days’ written notice shall be required before a referendum vote. The notice shall state the wording of the petition, the time and place of the vote, and the procedures for absentee voting. The vote shall carried by a majority of the members voting shall be binding.

Article 4: Board of Directors
4.1 Defined – The governing body of the League shall be the Board of Directors (”the Board”), which shall consist of 9 to 19 elected Directors and a number of appointed Directors not to exceed 25 percent of the authorized number of elected Directors, the number of elected Directors for the coming year to be decided annually by Board vote at the April Board meeting for presentation to the Nominating Committee. A change in Board size may not eliminate current Directors from the Board.

4.2 Terms – Terms of both elected and appointed Directors shall begin January 1, except terms of Directors filling Board vacancies mid-term, which shall end December 31. Newly created terms shall be set in April by the Board of Directors at one, two, or three years so as to have no more than one-third of all terms end each future year, or as close to that as possible. Terms for appointed Directors shall be two years. Elected Directors may be reelected to a second term, after which the Director shall be ineligible for reelection or appointment to the Board for a period of not less than one (1) year.

4.3 Duties – The Board of Directors shall:

(a) formulate League policy,

(b) develop a yearly plan and budget for the League,

(c) conduct referendums,

(d) collect and disburse League funds,

(e) establish and direct committees,

(f) provide support and encouragement for the Study Groups, and

(g) maintain a written record of all votes and decisions made by the General Membership and by the Board of Directors.

The Board may employ and direct a staff to serve the General Membership.

4.4 Board meetings – The Board of Directors shall meet each month except December to conduct the business of the League. The President is responsible for planning and conducting Board meetings. The Board may meet by conference call, video-conferencing, live online chatroom, or any technological means that allows active, real-time participation of non-present Directors.

4.5 Special Board meetings – Special or emergency Board meetings, in addition to regularly scheduled Board meetings, may be called by the President or by a majority of current Directors. Notice shall be given to all Directors before a special Board meeting.

4.6 Quorum – A quorum at any Board meeting shall be a simple majority of the current membership of the Board of Directors.

4.7 Attendance – A Board position may be considered vacated if the Director misses four (4) regular Board meetings in a calendar year.

4.7a Vacated Board positions – A Board position that is vacated by a Director may be filled by appointment of an interim Director by vote of the remaining Directors, or by special election from a slate that the Nominating Committee provides to the General Membership by written notice at least 21 days before the election date. Interim Directors appointed to fill vacant elected positions must be confirmed by vote of the members at the next regular election.

4.8 Board voting – Votes shall be carried by a simple majority of Directors attending a Board meeting if a quorum is present. The Board shall not allow absentee or proxy voting.

4.9 Reports – Two formal reports shall be presented to the General Membership each year. Before March 1, the President shall publish in the Publication a summary of the previous year’s activities and membership and the plans for the coming year. The Treasurer shall report in the Publication on the previous year’s finances the month following the completion of the annual audit. The summary shall include, minimally, the League’s balance sheet dated at the previous fiscal year end and an income statement covering the previous fiscal year. The unabridged Treasurer’s report and audit shall be available at the League’s office or by request.

4.10 Open records and meetings – League records shall be open for review by any League member during normal office hours and at any reasonable time. The League shall abide by applicable Texas open-records and open-meetings statutes.

4.11 Audit – An audit of the League’s finances shall be made each year by a certified public accountant (CPA).

4.12 Authorization – The League’s name, property, and funds shall not be used or committed without prior Board approval.

4.13 Referendums by the Board – The Board of Directors may conduct referendums. The Board shall send written notice of a referendum vote to the General Membership. At least 30 days’ notice shall be required before a referendum vote. The written notice shall state the wording of the petition, the time and place of the vote, and the procedures for absentee voting. The vote shall be carried by a majority of the members voting by written, secret ballot and shall be binding.

4.14 Disputes – Should disputes arise, the League shall pursue mediation before litigation.

4.15 Officers – The officers of the Board of Directors shall be the President, the President Elect, the Treasurer, the Vice President, and the Secretary. The previous year’s President Elect shall become the President and the other officers shall be elected from and by the membership of the Board of Directors at its January meeting each year, except the new President Elect, who shall be elected by Directors at the July Board meeting. The Board may replace or remove officers by election at any time during the year, such as when an officer resigns or becomes unable to serve.

4.15a President – The President shall have the authority to sign documents approved by the Board on behalf of the Writers’ League of Texas.

4.15b Treasurer – The Treasurer shall be responsible for the supervision of the collection, disbursement, and deposit of all money of the League and shall oversee the accounts of the League. The Treasurer shall present a written report of the League’s financial condition at each regular Board meeting and as otherwise required by the Board and by these Bylaws.

4.15c Vice President – The Vice President shall exercise the powers of the President during that officer’s absence or inability to act.

4.15d Secretary – The Secretary shall maintain a written record of all formal actions and votes of the General Membership and the Board and of attendance of Directors at Board meetings. When the Secretary is not present, the Board shall designate a temporary Secretary.

4.16 Board elections – Elections of members to the Board of Directors shall be conducted in October of each year.

4.16a Qualifications for Board membership – Any person who is a member of the Writers’ League of Texas is eligible for election to the Board. As a condition of taking office, Board candidates must agree to abide by the League’s Bylaws. No Director may be an employee of, or provide paid services to, the League, with the sole exception of receiving compensation for teaching. Directors may receive reimbursement for authorized expenditures.

4.16b Nominating Committee – A Nominating Committee shall be formed each year no later than the January general meeting and shall stand until the end of the year. The Nominating Committee shall nominate enough candidates to fill the number of elected positions specified by the Board. The Nominating Committee shall also administer all elections and voting procedures.

4.16c Makeup of Nominating Committee – The Nominating Committee shall consist of three to five (3 – 5) current League members, one (1) or two (2) of whom shall be a current Director but not an officer of the Board. The Nominating Committee shall elect its chair. Any member of the Nominating Committee who becomes a candidate shall be replaced by a noncandidate before the Nominating Committee presents the slate to the Board.

4.16d Date of nominations – The Nominating Committee shall present its nominations of Board candidates at the August Board meeting for a Board vote to confirm. If no August Board meeting occurs by August 20, the nominations shall be automatically confirmed.

4.16e Candidate information – The Board shall direct the Nominating Committee to either (1) in the October issue of the Publication, publish the names of candidates, a brief summary of their qualifications for Board service, brief statements by the candidates, and procedures for absentee voting, or (2) 45 days before the election, send to the General Membership the items in (1) and a mail-in absentee ballot.

4.16f Annual election – The Nominating Committee shall administer the annual election of Directors. The election shall occur at the October general meeting. At that meeting, nominations shall be announced by the Nominating Committee. Additional nominations may be made from the floor or by write-in vote on absentee ballots.

4.16g Voting procedure in annual elections – The voting shall be by written, secret ballot of members who are either present at the October general meeting or who vote absentee. Those voting absentee or voting at the October meeting must be current members of the League as of the mailing of the ballots. Each member voting shall have one vote per vacant Board position. Those nominees receiving the most votes shall fill the vacant positions. A member of the Nominating Committee and an officer of the Board shall count and confirm the vote and announce the results by the end of the meeting.

4.16h Absentee voting – Absentee voting shall be valid in all League elections and voting procedures. Absentee votes shall be cast in the 30 days prior to any general meeting at which voting will occur. At least 30 days before such a meeting, nonsecret absentee ballots will be e-mailed to members who have provided active e-mail addresses, and secret paper absentee ballots will be mailed to other members and members who request them. E-mail voters shall be informed of a confirmation number and a means by which they may check via Internet within three (3) days of the election day that their vote was recorded correctly.

4.16i Special elections – If the membership of the elected Board falls to one-half of the currently authorized number, below seven (7), or if the Board chooses, the Board shall instruct the Nominating Committee to nominate candidates to fill the vacant positions for the remainder of their terms. The Nominating Committee shall complete nominations within 30 days of so being instructed. The Board shall send written notice of a special election to the General Membership at least 30 days before the next general meeting. The notice shall include the nominees’ names, a brief summary of their qualifications for Board service, brief statements by the candidates, time and place of the vote, and procedures for absentee voting. A Director so elected shall take office immediately. If full notice and process for a special election are not followed, the results are void.

4.16j Voting procedure in special elections – The voting procedures described above for Board elections, including absentee voting, write-in votes, and nominations from the floor, shall be followed except for two differences:

(1) Nominees shall be grouped on the special-election ballot according to the length of the remaining terms. Each heading shall state: “Partial term ending (______) (vote for____).” The phrase “vote for ” shall state the number of positions vacant in that category.

(2) Each member voting shall have one vote per vacant Board position in each category.

4.17 Recall of Directors– Recall elections of Directors may be called by a petition signed by 10 percent of the members.

4.17a Notice – Within 30 days of receiving a recall petition, the Board shall send written notice of a recall election to members. At least 30 days’ notice shall be required before the vote. The written notice shall state the Director’s name, the time and place of the recall vote, and procedures for absentee voting.

4.17b Voting procedure – A recall election shall be conducted by written, secret ballot at a monthly general meeting and by absentee voting. A Director shall be recalled by a simple majority of members voting.

Article 5: Other Committees
5.1 Purpose – Other committees, either permanent or temporary, may be created by the Board of Directors or the General Membership for specific purposes.

5.2 Committee membership – Membership in the various committees (except the Nominating Committee and the Executive Committee) shall be composed of volunteers and others as appointed by the Board.

5.3 Expenses – A committee shall incur no expense to be reimbursed from the League treasury without prior Board approval.

5.3a Executive Committee – The Executive Committee shall consist of the President, the President Elect, the Vice President, the Secretary, and the Treasurer. The Executive Director of the League shall serve as an ex-officio member of the Executive Committee.

5.3b Powers and Duties of the Executive Committee – The Executive Committee shall have the authority to act as authorized on behalf of the League in the intervals between Board meetings; shall be responsible for recruiting candidates for Executive Director; for evaluating the Executive Director; and shall have such other powers and duties as may from time to time be determined by the Board. The Executive Committee shall keep accurate records of its proceedings and report all actions to all Directors on the Board. All actions of the Executive Committee shall be subject to review and confirmation by the Board of Directors in such a manner as is determined from time to time by the Board.

Article 6: Advisory Board
6.1 Defined – The Executive Director may create and appoint a Board of Advisors to advise and support the Executive Director and the interests of the League. Advisory Board members may attend Board meetings but may not vote on Board issues. Advisory Board members serve terms as set by the Executive Director.

Article 7: Amendment and Publication of Bylaws
7.1 Initiation process – A vote on amendment or repeal of the League Bylaws may be called by the Board of Directors or may be called by a petition signed by 10 percent of the General Membership.

7.2 Minimum notice – The Board shall send written notice of a Bylaws amendment vote to members. At least 45 days’ written notice shall be required.

7.3 Notice format – The written notice shall include:

(a) the time and place of the vote,

(b) a request that all members be present,

(c) a brief explanation of the need for the change,

(d) the exact wording to be voted on, and

(e) the wording of all parts of the current Bylaws that would be replaced, affected, and/or deleted,

(f) a solicitation of members’ signed comments (75-word maximum) and deadline for comments, and

(g) publication of comments in the Publication before the voting date.

7.4 Requirement for full notice – No Bylaws amendment, including substitute wordings, shall be voted on that has not met the requirements above for minimum notice and notice format.

7.5 Bylaws procedure – The Bylaws shall be amended or repealed only by a two-thirds majority of members voting after full notice has been given and comments have been published. The Nominating Committee will oversee the voting.

7.6 Publication of Bylaws – The Board shall send the current Bylaws to all members at least once every two years.

Article 8: Indemnification
8.1 Indemnification of Board members – Members of the Board of Directors (hereinafter “Director” or “Directors” and further defined in Section 8.15 herein) may be indemnified as set forth in this Article.

8.2 Indemnification Permitted – The League may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director of the League, but only if it is determined in accordance withSection 8.6 hereof that the person:

(a) conducted himself or herself in good faith;

(b) reasonably believed:

(1) in the case of conduct in his or her official capacity as a Director of the League, that his or her conduct was in the League’s best interests; and

(2) in all other cases, that his or her conduct was at least not opposed to the League’s best interests; and

(c) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

8.3 Indemnification Not Permitted – Except to the extent permitted by Section 8.5 of this Article, a Director may not be indemnified under Section 8.2 hereof in respect of a proceeding:

(a) in which the person is found liable on the basis that personal benefit was improperly received by him or her, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) in which the person is found liable to the League.

8.4 Effect of Judgment – The termination of a proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 8.2 hereof. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals there from.

8.5 Payment of Judgments and Settlements – A person may be indemnified under Section 8.2 hereof against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the proceeding was brought by or on behalf of the League or if the person is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the League.

8.6 Determination – A determination of indemnification under Section 8.2 hereof must be made:

(a) by a majority voted of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the proceeding;

(b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding;

(c) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in Subsection (a) or (b) of this Section 8.6, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or

(d) by majority vote of the General Membership of the League, excluding Directors who are named defendants or respondents in the proceeding.
8.7 Authorization – Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible to be made, except that, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by Subsection (c) of Section 8.6 for the selection of special legal counsel.

8.8 Payment of Expenses upon Successful Defense Additional Mandatory Indemnification – The League shall indemnify a Director against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a Director, if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

8.9 Payment of Expenses in Advance of Final Disposition – Reasonable expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the League in advance of the final disposition of the proceeding after:

(a) the League receives a written affirmation by the Director of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it is ultimately determined that indemnification is prohibited by Section 8.5 of this Article; and

(b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article.

8.10 Written Affirmation of Director – The written undertaking required by Section 8.9 hereof must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under Section 8.9 hereof must be made in the manner specified in Section 8.6 hereof for determination that indemnification is permissible.

8.11 Appearance as Witness – Notwithstanding any other provision of this Article, the League may pay or reimburse expenses incurred by a Director in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not named defendant or respondent in the proceeding.

8.12 Indemnification of Officers – An officer of the League shall be indemnified as, and to the same extent as, provided in Section 8.8 hereof for a Director and is entitled to seek indemnification under that Section to the same extent as a Director. The League may indemnify and advance expenses to an officer, employee, or agent of the League to the same extent that it may indemnify and advance expenses to Directors under this Article.

8.13 Indemnification of Other Persons – The League may indemnify and advance expenses to nominees and designees who are not or were not officers, employees, or agents of the League who are or were serving at the request of the League as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, subcommittee, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under this Article.

8.14 Insurance – The League may purchase and maintain insurance, or may self-insure, on behalf of any person who is or was a Director, officer, employee, or agent of the League or who is or was serving at the request of the League as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the League would have the power to indemnify him or her against that liability under this Article.

8.15 Definitions – As used in this Article, the following terms have the meaning set forth below:

(a) “Director” means any person who is or was a member of the Board of Directors of the League and any person who, while a Director of the League, is or was serving at the request of the League as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(b) “Expenses” includes court costs and attorneys’ fees.

(c) “Official capacity” means:

(1) when used with respect to a Director, the office of Director in the League; and

(2) when used with respect to a person other than a Director, the elective or appointive office in the League held by the officer of the employment or agency relationship undertaken by the employee or agent in behalf of the League; but

(3) in both paragraphs (1) and (2) does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(d) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

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