Proposed BYLAWS

Draft date: 6-9-09
Second draft: 6-30-09
Third draft: 9-15-09

BYLAWS OF THE WYOMING WRITERS, INC.

ARTICLE I
Name and Designation

The name of the organization shall be Wyoming Writers, Inc. (WWInc). .WWInc is a 501(c)(3) non-for-profit corporation, with fiscal year from July 1 to June 30.

ARTICLE II
Objective

The objective of this organization shall be to inspire and assist members who write for publication or as a hobby; and to encourage and promote interest in writing.

ARTICLE III
Members

Section 1. Eligibility. Any person who has not violated ethics of professional writing, such as plagiarism or copyright infringement, is eligible to join WWInc.

Section 2. Dues and fees. Dues are payable upon joining and annually thereafter as prescribed by the Board of Directors. Persons who do not renew their annual dues by July 31 shall be automatically dropped from WWInc membership. Fees shall be determined by the WWInc Board of Directors and are payable upon notice.

Section 3. Privilege.
(a) WWInc members in good standing are eligible to vote.
(b) Proxy voting is not permitted.
(c) WWInc members are eligible to receive an electronic copy of WyoWriter, the official publication of WWInc.

Section 4. Resignation from membership. Any member desiring to resign
from WWInc shall submit his/her resignation in writing to the Secretary, who shall present it to the Board of Directors for action.

ARTICLE IV
Board of Directors

Section 1. Composition
(a) The Board of Directors of WWInc shall be composed of seven members in good standing including the immediate past president.
(b) The officers, President, Vice President, Secretary and
Treasurer, shall be elected by the Board of Directors. Board
Presidents may not succeed themselves.
(c) In June 2010 three members for one-year terms and three members for two-year terms shall be elected. At each succeeding annual conference three members for two-year terms shall be elected. Board members may run for re-election.

Section 2. Election
(a) The election of the WWInc Board of Directors shall take place at the annual meeting of WWInc members.
(b) The WWInc Board of Directors shall be elected by plurality vote of the members present and voting.
(c) Proxy voting is not permitted.

Section 3. Officers
(a) The officers of WWInc are the President, Vice President, Secretary, Treasurer and Immediate Past President.
(b) Officers shall be elected by the Board of Directors.

Section 4. Duties and Powers
(a) The Board of Directors shall be the governing body of WWInc.
(b) Board members shall perform the duties prescribed by these bylaws, the policies and procedures and by the parliamentary authority adopted by WWInc, with the exception that each member of the board shall have one vote when determining the business of WWInc, with the exception of the president, who shall vote only to break a tie.
(c) They shall meet annually: immediately prior to the annual conference, immediately following the annual conference to include incoming and outgoing Board members and at other times and places determined by the Board of Directors. Meetings of the Board of Directors may be called by the President or two board members.
(d) Except in case of emergency, three days’ notice shall be given and an agenda provided.
(e) A Director may conduct or participate in a regular or special meeting through the use of any means of communication by which all participating directors may simultaneously communicate with each other during the meeting.
(f) A director participating in a meeting by this means is deemed to be present in person at the meeting.
(g) The Board of Directors shall make recommendations and reports to the members of WWInc following Board meetings.

Section 5. Quorum
(a) A quorum of the Board of Directors shall be at least four members in attendance at a meeting.
(b) Proxy voting is not permitted.

Section 6. Term of Office
(a) The members of the WWInc Board of Directors term of office shall begin at the close of the annual meeting at which they are elected.
(b) Terms shall be staggered.

Section 7. Vacancies. A vacancy in any elected office shall be filled by
appointment by the WWInc Board of Directors.

ARTICLE V
Meetings of Members

Section 1. Meetings of members.
(a) There shall be an annual business meeting and conference for WWInc members; it shall include the election of Board members, the receiving of reports of officers and committees and for any other lawful business.
(b) The meeting date shall be determined by the Board of Directors.

Section 2. Special meetings.
(a) Special meetings may be called by the President or be called upon the written request of ten members of WWInc.
(b) The purpose of the meeting shall be stated in the call.
(c) Except in case of emergency, three days’ notice shall be given.

Section 3. Quorum. A majority of members in attendance shall constitute a quorum.


ARTICLE VI
Committees

Section 1. Ex-officio members. The President shall be an ex-officio member of all committees except the Nominating Committee.

Section 2. Appointment. With the exception of the Nominating Committee, Committee Chairpersons shall be appointed by the President, with approval of the Board of Directors.

Section 3. Nominating Committee
(a) Five WWInc members in good standing shall be selected by the Board of Directors to serve on the nominating committee.
(b) A slate of nominees shall be presented to the Board of Directors at the meeting immediately preceding the annual meeting and convention.
(c) The slate shall be announced to the members by the Nominating Committee Chairperson during the annual business meeting of members.

ARTICLE VII
Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern WWInc. in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order WWInc may adopt.

ARTICLE VIII
Amendment of Bylaws

Section 1. Amendments.
(a) The Board of Directors may amend bylaws. Ratification of such amendment(s) by WWInc members would take place at the next annual meeting of members.
(b) These bylaws may be amended at the annual meeting of members by a two-thirds vote of members present and become effective immediately.
(c) Proxy voting is not permitted.

Section 2. Proposed amendments.

(a) Proposed amendments must be presented to the President in writing at least 30 days prior to the annual meeting of members.
(b) The President shall present proposed amendments to the Board of Directors for determination whether said amendments will be presented to members for action.

(c) Proposed amendments shall be posted at the annual meeting of members or published in WyoWriter if adequate time allows.

Section 3. Should the Board of Directors decline to introduce a proposed amendment as provided for in Section 2, members may introduce the proposal before the annual meeting of members, provided five members sign a written request for consideration of the proposal.

ARTICLE IX
Dissolution

In the event that WWInc should be dissolved, the treasurer shall, after paying all legitimate expenses, disburse remaining funds to the University of Wyoming to be used specifically for creative writing scholarships.

Adopted June 3, 1995
Amended June 1996
Amended June 2002
Revised 2009