The Bylaws hereunder set forth the rules for internal management of O'FALLON WRITERS GUILD, (“Guild”), organized exclusively for charitable, educational, religious or scientific purposes.
A. PURPOSE
The purpose is “to foster the exchange of ideas and information, to stimulate literary effort, and to help with the practical side of writing. The mission statement of the O'Fallon Writers Guild, which is consistent with this Purpose, is to “support, connect, and promote writers and literary organizations in an effort to advance the literary heritage of O'Fallon, Illinois.
B. BOARD OF DIRECTORS (“Directors”)
The Board of Directors of O'Fallon Writers of Illinois is the governing body with the power to make policy decisions and changes. The Directors are also Associates of the Organization and pay dues in return for membership benefits in the Organization. The Board of Directors elects its own successors.
Board members have a fiduciary duty to avoid conflicts of interest, exercise good
business judgment in overseeing the affairs, and comply with government requirements. If a Board member has a personal or business interest in any transaction involving the Organization, she or he should disclose this to the Board and refrain from voting on the matter or participating in any way.
Some of the responsibilities of Board of Directors are to:
• Oversee the management of the Organization
• Set goals, establish policies, and develop long-range plans
• Review and approve program plans and budgets
• Monitor Organizational effectiveness
• Ensure the Organization’s financial stability
• Represent the Organization to the public and the public to the Organization
• Attend Board meetings and Organizational event
1. Number of Directors on the Board
The number of Directors is set at a minimum of three (3) Directors. The number can
be changed through amendment to the Bylaws, but the Board shall have an uneven
number of Directors.
2. Election and Term of Office
The first Directors are named in the Articles of Incorporation and hold office until the
first annual election or for a one (1) year term.
In filling newly created Board seats, Directors shall be assigned a one (1) year term of
office. If a Director is appointed to fill a vacancy before the end of a term, said
Director will serve out the former Director’s unexpired term.
Election of new directors or re-election of current directors to a second term will
occur as the first item of business at the last annual meeting of the Board of Directors.
Directors shall be elected or re-elected by a two-thirds majority vote of the current
Directors.
3. Compensation
Directors of the not-for-profit Guild shall receive no salary for their services;
however, they can be reimbursed for expenses reasonably incurred in serving the Guild.
4. Resignations and Removal from Office
A Director may resign from the Board of Directors. Such resignation shall be in
writing and submitted to the President and the Secretary.
A Director may be removed from office if the Director is absent for three or more
meetings or for other reasons by a two-thirds vote of the remaining Directors. Said
Director is entitled to written notification.
5. Time, Place and Number of Meetings
The Directors shall meet together in person once per month or as often as deemed
necessary, provided that the Board of Directors convenes at least four times in each
fiscal year at a place and at a time to be determined by the Directors. Special
meetings of the Board of Directors may be ordered by the President or two Officers
and may be held at a time or place other than is established for the regular meetings.
The Board may also conduct business between meetings using the Internet to
entertain motions and to vote.
6. Quorum
The number of Directors that must be present to constitute a quorum is one-third
(1/3)
C. OFFICERS
The Board of Directors includes the Officers of the Corporation and oversees the day-today operations of the Corporation. The Corporation shall have a President, one or more
Vice Presidents, a Treasurer, and a Secretary. The President and Secretary may not be the
same person.
The Corporation shall have the following Officers:
The President is the principal executive of the Corporation. He or she supervises and
controls all Corporation business and affairs. The President also serves as the Chairman
of the Board, and convenes all meetings of the Board of Directors and presides over all
meetings unless he or she arranges for another Officer to preside in his or her absence in
this order: Vice President, Secretary, and Treasurer.
The President shall sign all legal documents authorized by the Board of Directors unless the authority is delegated by the President or Board to another Officer. The name and address of the Registered Agent and Registered Office of the Corporation shall be the legal address of the President.
The Vice President shall assist the President in his or her duties, chair Committees as
directed by the President, and assume the President’s duties and powers in the President’s
absence or inability to perform his or her duties.
The Treasurer has responsibility for the funds and securities of the Corporation; is
responsible for collecting dues, fees, and assessments; receives and gives receipts for
money due and payable to the Corporation; and deposits money in the Corporation’s
name in accordance with the Articles of Incorporation and the Bylaws.
The Treasurer shall make a report at each Board meeting, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer may also chair Committees as directed by the President.
The Secretary shall be the custodian of current records; keep the minutes of meetings of
the Board of Directors; see that all notices are given in accordance with the Bylaws or as
provided by law; and distribute minutes to the Board members.
The Secretary shall also be the custodian of all official documents and papers of the Corporation. The Secretary may also chair Committees as directed by the President.
There may be additional Board member(s) as determined and appointed by the Board
from time to time whose duties shall be determined by the Board provided that the Board
is composed of an uneven number of Directors at all times.
D. COMMITTEES
The Board may appoint Committees to oversee and conduct the business of the
Corporation. The President has the authority to appoint other Committees as needed and
shall appoint all Committee Chairpersons. Chairpersons shall report to the President or an
Officer that the President designates to oversee the Committee(s).
E. WEBMASTER
The Guild shall contract for the services of a Webmaster which shall be
responsible for maintaining the website. The Webmaster shall report to the
President or an Officer that the President designates.
F. FISCAL AND LEGAL AUTHORITY
The fiscal year shall begin June 1 and end May 31. The Treasurer shall prepare a budget
with input from the Board members. The Board must approve the budget, and all
expenditures must be within the budget.
The Board authorizes the President and Treasurer as agents to sign checks and notes or other instruments of indebtedness, to deposit money in a bank selected by the Board, to enter into contracts, and to accept gifts and donations. The approval of one additional Officer, as designated by the Board, is required to execute instruments of indebtedness and checks in excess of $1,500.00 (one thousand five-hundred dollars).
G. ASSOCIATES (“Associates”)
The Associates of the O'Fallon Writers Guild are writers of all genres and levels of
experience who, in exchange for paying annual dues or offering “in kind” services to the
body of Associates (“the Organization”), receive benefits of membership as specified by
the Guild. There is no requirement that Associates reside in the O'Fallon area.
Associates do not have voting rights.
H. ORGANIZATIONAL DUES
Annual dues are required of all Associates of the Organization and shall be established by
the Board of Directors. Dues may include specific rates for Regular Members (aged 18 and older), Senior Members (aged 65 and older), full-time Student Members, Institutional Members, and other classes of membership as determined by the Board. Membership dues for first-time
members who join the Organization after August 1 may be prorated. Associate memberships shall be active from June 1 until May 31 unless otherwise approved by the Board.
The Board may provide some applicants a one(1) year “unpaid membership” without
requiring full payment of dues based on financial hardship or as honorarium
compensation for provision of valuable “in-kind” services to the Organization, or as
incentive for non-members who wish to join the Organization if such non-members have
not previously been members. “Unpaid memberships” may be renewed only by majority
approval of the Board.
I. AMENDMENT PROCEDURES
These initial Bylaws are adopted by the Board of Directors. Thereafter, the Bylaws shall
be reviewed annually as determined by the Board and may be altered, amended or
repealed, or new Bylaws adopted by the Board, unless stated otherwise in the Articles of
Incorporation. A ten (10) day notice is required to amend the Bylaws.
ADOPTED BY THE BOARD OF DIRECTORS
ON __________, 2011.
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