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About RWA
RESTATED BYLAWS
OF
ROMANCE WRITERS OF AMERICA, INCORPORATED
(A Texas Nonprofit Corporation)
ARTICLE 1
Name
The name of this corporation (hereinafter referred to as "RWA") is: ROMANCE WRITERS OF AMERICA, INCORPORATED.
ARTICLE 2
Purposes and Limitations
Section 2.1. The corporation is hereby organized for the following purposes:
2.1.1. To advance the professional interests of career-focused romance writers through networking and advocacy: means for such advancement include, but are not limited to, professional education, publications, contests and awards, and an annual conference; and
2.1.2. To carry on such other activities as are permissible for Texas nonprofit corporations exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (“IRC”).
Section 2.2. Notwithstanding any other provision of these Bylaws, RWA shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under IRC Section 501(c)(6) or by a nonprofit corporation formed under the Texas Business Organizations Code, as the same may be amended or supplemented (the “Act”).
ARTICLE 3
Offices
RWA shall maintain in the State of Texas a registered office and registered agent at such office, and may have other offices within or without the State of Texas, as shall be determined by the Board of Directors.
ARTICLE 4
Members
Section 4.1. Members. There shall be five classes of membership:
4.1.1. General. General membership shall be open to all persons seriously pursuing a romance fiction writing career. Only General members shall have all rights of membership and only General members shall have the right to vote and the right to hold office in RWA.
4.1.2. Associate. Associate membership shall be open to all other individuals, including employees of RWA and its contractors, who support the organization and its purposes but who do not meet the requirements for General membership or who are not permitted to participate on RWA’s general discussion listserves by reason of being publishers, acquiring editors, or agents who actively acquire romance fiction or actively offer representation to writers of romance fiction, as further described in RWA policy. Associate members shall not have any voting rights or the right to hold office in RWA.
4.1.3. Honorary. Honorary membership shall be awarded at the discretion of the Board of directors. Honorary members shall not have any voting rights or the right to hold office in RWA unless they concurrently hold a General membership.
4.1.4. Charter. Charter membership is available only to those members who were on the membership roster at the time that RWA was incorporated in the State of Texas in 1981 and who have maintained their membership status without interruption since then. Charter members must be either General, Associate, or Honorary members, subject to the qualifications described above.
4.1.5. Affiliate. Affiliate membership shall be open only to booksellers and librarians.
Affiliate members shall not have any voting rights or the right to hold office in RWA.
Section 4.2. Membership Eligibility. All individuals who have attained the age of 18 and who agree to accept the purposes of RWA and to faithfully observe and be bound by the Bylaws of RWA shall be eligible to apply for membership. The Board of Directors may adopt interpretations and guidelines consistent with these membership eligibility standards.
Section 4.3. Changes in Membership Classification. Any change in a member’s classification shall be deemed effective for all purposes immediately, except that no member who is a duly elected Officer, Regional Director, or Board Liaison of RWA shall be denied the right to serve the remainder of his or her term because of a change in membership classification caused solely by any amendment to these Bylaws after the date of such individual’s election; and except that no member who seeks election as an Officer, Regional Director, or Board Liaison of RWA shall be eligible for such election if, though such individual is a General member on the date of such nomination, such individual would not be entitled to maintain his or her General membership as of his or her next membership renewal date.
Section 4.4. Membership Qualification. Application for membership in RWA shall be made through the RWA office pursuant to procedures established by the Board of Directors. Membership eligibility qualifications shall be determined by the Board of Directors, in its sole discretion.
Section 4.5. Determination of Membership Dues and Obligation to Pay. The Board of Directors shall fix the amount of annual membership dues and/or assessments for all membership classes, except Honorary members who shall pay no membership dues. Such dues and/or assessments shall be paid in accordance with a schedule approved by the Board of Directors. Membership in RWA carries a definite obligation to pay membership dues (except Honorary members), as well as any assessments established by the Board of Directors. Dues and assessments are not refundable for any reason.
Section 4.6. Duration of Membership. The term of membership in RWA shall be 12 months from the date/month admitted as a member and shall be automatically renewable upon timely payment of membership dues, as determined by the Board of Directors.
Section 4.7. Termination of Membership. Membership in RWA shall be terminated if a member does not pay his or her membership dues, in full, by the due date established by the Board of Directors. In addition, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the entire voting membership of the Board of Directors, terminate a member’s membership for cause after an appropriate hearing. Grounds constituting “cause” shall be determined by the Board of Directors in its sole discretion. Such member shall be given reasonable notice thereof and shall be entitled to a hearing before the Board of Directors at the next regularly scheduled meeting of the Board of Directors. Membership in RWA also shall be terminated by the death of a member or by the submission of written notice of membership resignation. However, termination of membership shall not extinguish such member’s financial obligations, if any, as more fully described elsewhere in these Bylaws.
Section 4.8. Voting Rights. Only General members shall be entitled to vote on all matters submitted to a vote of the membership, including, without limitation, the election of Officers and Directors, with each member entitled to one vote on each such matter.
Section 4.9. Communities of Practice: PAN and PRO. In addition to, and separate from, the membership classifications listed in Section 4.1, members may also be classified as being Published Authors Network (“PAN”) members, or PRO members, or neither. The eligibility requirements for PAN membership and PRO membership are set forth in RWA policy.
ARTICLE 5
Chapters
Section 5.1. Chapter Affiliation. RWA may grant affiliated chapter status to qualifying groups consisting solely of RWA members, pursuant to guidelines and requirements established by the Board of Directors.
Section 5.2. Revocation of Chapter Status. The Board of Directors may suspend or revoke affiliated chapter status from any chapter that fails to maintain the conditions imposed upon affiliated chapters by the Board of Directors. Such decision shall be final and not subject to appeal, although the Board of Directors may establish guidelines and requirements for reinstatement of affiliated chapter status.
ARTICLE 6
Officers
Section 6.1. Officers. The Officers of RWA shall consist of a President, a President-Elect, a Secretary, and a Treasurer. All Officers shall be members of the Board of Directors and be subject to the direction and oversight of the Board of Directors.
Section 6.2. President. The President shall supervise the affairs of RWA; call, propose the agenda for, and preside over all meetings of the Board of Directors (except that meetings may also be called by a majority of the directors as described in Article 9) and the membership; appoint, with the approval of the Board of Directors, chairpersons of and liaisons to all committees; serve as a nonvoting ex-officio member of all Committees; appoint, with the approval of the Board of Directors, members to fill Director vacancies; supervise and provide direction to the Executive Director of RWA; and fulfill any other obligations designated by the Board of Directors. The President shall be a nonvoting member of the Board of Directors, except that the President may vote in the event of a tie. For purposes of determining the number of voting Board members necessary to take action, the President shall not be counted as a voting Board member except in the event that the President votes on a particular matter due to a tie vote. Further, for purposes of determining a quorum (as set forth in Section 9.2.2), the President shall not be counted as a voting Board member.
Section 6.3. President-Elect. The President-Elect shall assist the President in the performance of the President’s duties; serve as a nonvoting ex-officio member of all committees; assume the duties of the President in the event that the President is incapacitated or otherwise unable to perform; preside over all meetings of the Board of Directors and the membership in the absence of the President; and fulfill any other obligations designated by the Board of Directors. The President-Elect shall be a voting member of the Board of Directors.
Section 6.4. Secretary. The Secretary shall record and be responsible for the minutes of all meetings of the Board of Directors and the membership; gather official correspondence, committee reports, contest results, and all other official documents and enter them in RWA’s records; and fulfill any other obligations designated by the Board of Directors. The Secretary shall be a voting member of the Board of Directors.
Section 6.5. Treasurer. The Treasurer shall delegate the management and operation of the day-to-day financial affairs of RWA to one or more employees or contractors of RWA, provided that the financial affairs of RWA shall be managed and operated and all general powers shall be exercised under the direction and control of the Treasurer and the Board of Directors; and fulfill any other obligations designated by the Board of Directors. The Treasurer shall be a voting member of the Board of Directors.
ARTICLE 7
Board of Directors
Section 7.1. General Powers. Except as otherwise provided in the Certificate of Formation, the affairs of RWA shall be governed by its Board of Directors (the Board of Directors is herein referred to as the "Board of Directors" and the individual members of the Board of Directors are herein referred to as “Directors”). It shall be the Board of Directors’ duty to carry out the objectives and purposes of RWA, and the Board of Directors may exercise all powers of RWA except as otherwise reserved in these Bylaws and the Certificate of Formation of RWA.
Section 7.2. Composition. The Board of Directors of RWA shall consist of the Officers of RWA, the Regional Directors, and the Board Liaisons.
7.2.1. Regional Directors. There shall be six regions, the boundaries of which shall be determined from time to time by the Board of Directors. Two Regional Directors shall be elected from each region by the entire voting membership. The Regional Directors shall be voting members of the Board of Directors.
7.2.2. Board Liaisons. The Board Liaisons shall be nonvoting members of the Board of Directors.
a. Chapter Board Liaison. The RWA chapters shall elect a Chapter Board Liaison, who shall advise the Board on matters involving RWA chapters. Each chapter shall cast one vote in such election.
b. PAN Board Liaison. PAN members shall elect a PAN Board Liaison, who shall advise the Board on matters involving PAN members.
c. PRO Board Liaison. PRO members (who are not PAN members or eligible for PAN membership) shall elect a PRO Board Liaison, who shall advise the Board on matters involving PRO members.
Section 7.3. Removal or Resignation of Directors.
7.3.1. Automatic Removal. Any Director who fails to maintain General membership (by payment of annual dues in a timely manner) shall be automatically removed from office, without any vote of the Board of Directors.
7.3.2. Removal for Cause. By the affirmative vote of at least two-thirds of the voting members of the Board of Directors, any Director may be removed from office either for failure to attend two consecutive regularly-scheduled quarterly meetings of the Board of Directors or for cause, which shall be defined to mean gross misconduct or gross dereliction of duty as a director. Any such vote and removal shall occur only following a hearing conducted pursuant to the procedures set forth in the then-most current edition of Robert’s Rules of Order, Newly Revised (and shall, in any event, specifically include the right to 10 days’ prior notice of such hearing and the right to attend, present evidence, and vote at such hearing). Any Director removed by the Board pursuant to this paragraph shall have the right to appeal to the Board to reconsider such removal within 10 days after the date of such hearing, pursuant to reasonable procedures determined by the Board of Directors and consistent with the then-most current edition of Robert’s Rules of Order Newly Revised.
7.3.3. Recall. Any Director may be removed from office by membership recall election, as described in Section 8.4 of these Bylaws.
7.3.4. Resignation. Any Director may resign at any time by sending written notice, via mail, courier, or facsimile transmission, to the President or Executive Director at the principal place of business of the corporation. Any such resignation shall be effective and binding upon receipt or, if a later time or date is specified in such resignation, at such later time or date. Resignations may not be rescinded.
Section 7.4. Vacancies. Except as described below regarding the office of President, any vacated Director position shall be filled by appointment by the President, subject to the affirmative vote of the Board of Directors, as promptly as reasonably possible.
7.4.1. Eligibility. Candidates eligible for appointment to a vacant position shall be General members not currently serving in a Board position and who otherwise meet the position requirements as defined in these Bylaws.
7.4.2. Vacant positions with less than one year of term remaining. If, at the time of vacancy, the remaining term of a vacant position is less than one year, then the appointee to such position shall serve the remainder of such term.
7.4.3. Vacant positions with one or more years of term remaining. If, at the time of vacancy, the remaining term of a vacant position is one or more years, then the appointee to such position shall serve until the expiration of the Board term that ends immediately after the next general election; in such event, the position shall be included on the ballot for that election if the vacancy occurs prior to the expiration of the election’s designated filing period. If the vacancy occurs after the expiration of the election’s designated filing period (including by reason of the absence of any qualified candidate for that Board position on the election ballot), then the incoming board shall either reconfirm the appointee or appoint another qualified candidate to the position.
7.4.4. Vacancy in the office of the President. If the office of President becomes vacant, the President-Elect shall assume the office of President, and the office of President-Elect shall remain vacant until the next general election. If at any time both such positions are vacant, the Board of Directors shall appoint a new President (who may but need not be a member of the Board of Directors at the time of appointment), who shall serve in such position only until the expiration of the Board term that ends immediately after the next general election; at the time of such election, the members shall elect a President and President-Elect.
Section 7.5. Delegation of Duties. The Board of Directors may expressly delegate one or more duties of any Officer of RWA to one or more other Officers, Directors, employees, or agents of RWA. Any Officer whose duties are delegated shall supervise and approve the actions of the Officers, Directors, employees, or agents performing such duties. The delegation of authority to such other Officers, Directors, employees, or agents of RWA shall not operate to relieve the Board of Directors, or any individual Director or Officer, of any responsibility imposed on them by law.
Section 7.6. Resolution of Disputes. The Board of Directors shall make the final decision in all disputes among committees, Board members, and/or others concerning RWA functions and business.
ARTICLE 8
Elections
Section 8.1. Election Schedule. Elections shall be conducted during the fourth quarter of RWA’s fiscal year. Officers and Directors (including Board Liaisons) shall take office on the first day of the new fiscal year, subject to any timely filed challenges. The Treasurer shall be elected in even-numbered years. The Secretary and the Board Liaisons shall be elected in oddnumbered years. The terms of Regional Directors shall be staggered within each region; one Regional Director from each region shall be elected each year.
Section 8.2. Qualifications. In order to be eligible for a Board position (whether elected or appointed), a candidate must: (1) have been a General member for a minimum of two consecutive years immediately preceding filing for office, except as noted below in the case of candidates for President-Elect; and (2) not have a material conflict of interest that would disqualify the person from holding the intended office. An individual who has served a full term as President is no longer eligible to run for or hold any Board positions. Candidates for specific positions must also have the following qualifications:
8.2.1. Regional Directors. Candidates for Regional Director must reside in the respective regions for which they seek election (or appointment, in the case of a position vacancy). If, after winning election, a Regional Director moves out of his or her region, such Regional Director can serve the remainder of his or her current term. If such Regional Director later seeks reelection as a Regional Director, however, such individual must do so from the region in which he or she then resides.
8.2.2. President-Elect. Candidates for President-Elect must: (1) have been general members for a minimum of three consecutive years immediately preceding filing for office, (2) be the author or co-author of at least five published romance novels as defined in RWA policy, (3) have contracted to publish at least one romance novel with an RWA-Recognized Publisher, as defined in RWA policy, within the four years immediately preceding filing for office, and (4) cannot have more than six years of accumulated Board service.
8.2.3. Treasurer. Candidates for Treasurer must possess a strong business and financial background.
8.2.4. Board Liaisons. Candidates for Chapter Board Liaison must be members of one or more RWA chapters and shall have served as a Chapter President. Candidates for PAN Board Liaison must be PAN members. Candidates for PRO Board Liaison must be PRO members and cannot also be PAN members or eligible for PAN membership.
Section 8.3. Term Lengths and Limitations. An individual may hold only one position on the Board at any time, and no candidate may run for more than one position at a time. Directors may run for office while serving on the Board. Terms shall commence on the November 1 immediately following each election.
8.3.1. Regional Directors, Board Liaisons, Treasurer, and Secretary. The Regional Directors, Board Liaisons, Treasurer, and Secretary shall hold office for a two-year term. An individual may serve no more than two full terms in any such office. Nothing shall prohibit an individual from seeking a different office following two full terms in office, so long as the cumulative length of Board service is no longer than six years (provided, however, that an individual with six years of cumulative Board service shall not be disqualified from seeking the office of President-Elect and President).
8.3.2. President-Elect and President. The President-Elect shall be elected annually and shall serve a one-year term as President-Elect, then immediately following shall serve a one-year term as President.
Section 8.4. Recall Elections. Any member of the Board of Directors may be removed from office by a membership recall election.
8.4.1. Initiation. A recall election shall be initiated by filing a petition for recall with the Executive Director.
8.4.2. Petitions to Recall Officers and Regional Directors. Petitions to recall Officers and Regional Directors shall be signed by ten percent (10%) of the General members listed on the RWA national membership roster as of the date the petition is filed.
8.4.3. Petitions to Recall Board Liaisons. Petitions to recall Board Liaisons shall be signed by ten percent (10%) of the General Members listed on the RWA national membership roster as of the date the petition is filed who would be eligible to elect such Board Liaison.
8.4.4. Recall Outcome. Promptly following receipt of a valid recall petition, RWA shall hold a recall election. A Director shall be removed from office if a majority of the eligible recall election votes cast are in favor of the recall. The election results shall be effective immediately.
8.4.5. Chapter Participation in Recall. All RWA chapters and individual members, including members holding any elected or appointed positions at any level, shall have the right to initiate, discuss, and participate in recall elections. Participation in the recall process shall not adversely impact a chapter’s charter status.
ARTICLE 9
Meetings
Section 9.1. Meetings of the Membership.
9.1.1. Annual Meetings. Annual general meetings of the membership shall be held at such time, date, and place as designated by resolution of the Board of Directors, but shall in all instances occur on a date in conjunction with the RWA annual conference, for the purpose of transacting any business as may come before the meeting. General members may add any items to the agenda of any such meeting under “New Business.”
9.1.2. Special Meetings. Special meetings of the membership may be called by the President, the Board of Directors, or at least ten percent (10%) of the General members listed on the RWA national membership roster as of the date the meeting is called, by petition signed by such members and delivered to the Executive Director. The Board of Directors shall fix the time, date, and place for all special meetings, provided that a special meeting called by the General membership shall be held not later than 90 days after receipt of a petition properly filed by members.
9.1.3. Record Date. The Board of Directors shall fix the record date for determining the members entitled to vote at any meeting of the members, which record date shall be not more than 60 days prior to the date of the meeting.
9.1.4. Notice. Notice of all meetings of the membership shall be given to each member of record entitled to vote at each such meeting personally, by mail, or by fax or electronic message not less than 30 days and not more than 60 days before the date of such meeting. Each such notice shall include the time, date, place, purpose, proposed agenda, and a proxy form. No later than 30 days before any such meeting, the proposed agenda, pending motions, and known topics of discussion for the meeting shall be made available for the membership to review through electronic publication and messaging by any electronic communication device that the corporation utilizes.
9.1.5. Quorum. Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the membership.
9.1.6. Manner of Acting. The act of the majority of the members present at a duly called meeting of the membership at which a quorum is present shall be the act of the members, unless the vote of a greater number is required by law, RWA's Certificate of Formation, or these Bylaws. The members may also act by member vote on any matter, which vote can be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.
9.1.7. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by written proxy executed by such member, which proxy shall assign voting authority to another voting member or to the duly authorized attorney-in-fact of the member giving such proxy.
a. Proxy forms shall be mailed to all voting members at least 30 days prior to any meeting of the membership.
b. All proxy forms, whether prepared by the RWA office or by a member, shall be accepted if they include the assigning member’s RWA number, first and last name, address, revocation date, signature, date signed, and the name and RWA number of the voting member to whom it is assigned.
c. All proxies shall be accepted up until noon, local time (based on the location of the meeting), on the day of any meeting.
d. No proxy shall be valid after 90 days from the date of its execution unless otherwise provided in the proxy.
e. Each proxy shall be revocable.
9.1.8. Minutes. Minutes of each meeting of the membership shall be recorded by the Secretary and shall contain the results of the deliberations of the membership. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes.
Section 9.2. Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at such time, date, and place as set by the President. Special meetings of the Board of Directors may be called by the President or by a majority of the voting Directors. The person or persons who call a particular special meeting of the Board of Directors may fix the time, date, and place for such special meeting.
9.2.1. Notice. Each member of the Board of Directors shall be notified of any Board of Directors meeting not less than 10 days and not more than 90 days before the date of such meeting. Such notice shall include the time, date, place, and proposed agenda for the meeting. As promptly as practicable following delivery of such notice to the Board of Directors, the proposed agenda for the meeting shall be made available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes.
9.2.2. Quorum. A majority of the voting members of the Board of Directors then in office, present in person, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
9.2.3. Manner of Acting. The act of a majority of the voting members of the Board of Directors present at a duly called meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by RWA’s Certificate of Formation, or by these Bylaws. Each Regional Director and each Officer, except the President, shall be entitled to one vote on matters submitted to vote of the Board of Directors and shall be deemed a voting member. The President shall not be deemed a voting member except in the event of a tie vote, in which event (and only as to that particular vote) the President shall be allowed one vote. Directors cannot vote by proxy or by secret ballot.
9.2.4. Meetings by Telephone Conference or Other Remote Communications Technology. Directors may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, but only if (i) each Director entitled to participate in the meeting consents to the meeting being held by the means of that system, and (ii) the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other participant.
9.2.5. Action without Meeting. As and to the extent provided for in RWA’s Certificate of Formation, any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the number of Directors necessary to take that action at a meeting at which all of the Directors are present and voting. Prompt notice of the taking of any action by Directors without a meeting by less than unanimous written consent shall be given to all Directors who did not consent in writing to the action.
9.2.6. Attendance by General Members. General members shall be allowed to attend all in-person meetings of the Board of Directors as observers but must vacate the Board Room during Executive Session. The cost of attendance shall be borne by the General member.
9.2.7. Minutes. Minutes of each meeting of the Board of Directors shall be recorded by the Secretary and contain the results of the deliberations of the Board of Directors. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes.
Section 9.3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act, RWA’s Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting unless the person attends such meeting solely to object to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 9.4. Voting Membership List.
9.4.1. Voting Members List. Not later than two business days following the record date for any meeting of the members, RWA shall prepare a complete and correct alphabetical list of the members entitled to vote as of the record date. The list of members shall state the name and mailing address of each member.
9.4.2. Distribution. A voting member (or a voting member’s agent or attorney) may request in writing or by electronic transmission a copy of the list of voting members solely for the purpose of communication with other members concerning the meeting or elections. The corporation shall send a written copy and/or electronic transmission of the list, whichever is requested, as soon as a request is received. Any member may request and receive both forms of the list.
9.4.3. Fees. A reasonable fee for expenses may be charged to the member for a written copy, but in no case shall fees be charged for an electronically transmitted copy.
9.4.4. Inspection. The list of voting members shall be available for inspection by voting members, or a voting member’s agent or attorney, at RWA’s principal office until the date of the meeting of members. The list of voting members shall be available for inspection by voting members at the annual conference location from the first to the last day of business during reasonable business hours and at all times during the annual general meeting of members.
ARTICLE 10
Committees
Section 10.1. Committees Exercising Board Authority. The Board of Directors may designate one or more committees, each of which, to the extent provided in resolutions making such designation, the Certificate of Formation of RWA, or these Bylaws, shall have and exercise the authority of the Board of Directors in the management of RWA. Each such committee shall have at least two members, a majority of whom shall be Directors. The President shall appoint the committee chairs, subject to the approval of the Board of Directors, unless otherwise specified in these Bylaws. Committee chairs shall appoint committee members, unless otherwise specified in these Bylaws. Committees exercising Board authority include the following:
10.1.1. Executive Committee.
a. Members. The President, President-Elect, Secretary, and Treasurer shall constitute the voting membership of the Executive Committee. The President shall chair the Executive Committee.
b. Charge. The Executive Committee shall have such responsibilities and perform such specific tasks as the Board may from time to time assign to the Executive Committee, provided that the Board shall at all times have the power to amend or invalidate any action taken by the Executive Committee.
Section 10.2. Committees Not Exercising Board Authority. Committees not having and not exercising the authority of the Board of Directors in the management of RWA may be designated by these Bylaws or a resolution adopted by the Board of Directors. The President shall appoint the committee chairs, subject to the approval of the Board of Directors, unless otherwise indicated in these Bylaws. The committee chairs shall appoint their individual committee members unless RWA policy contains different or more specific procedures for selection of committee members by the committee chairs or the Board of Directors, or a combination of the two. Committees as listed in these Bylaws may be eliminated only by an amendment to these Bylaws. All committees not exercising Board authority shall have at least three members and shall be assigned a Board liaison unless otherwise indicated in these Bylaws. Committees not exercising Board authority include the following Standing Committees, which shall perform the duties assigned to them by the Board from time to time:
10.2.1. Finance Committee. The Finance Committee shall be chaired by the Treasurer. The Finance Committee shall assist the Treasurer as requested on financial and budgetary matters.
10.2.2. Strategic Advisory Committee. The Strategic Advisory Committee shall serve as a think tank to identify strengths, weaknesses, and opportunities for the corporation.
10.2.3. Bylaws Committee. The Bylaws Committee shall work with the Board of Directors and General members in the interpretation of these Bylaws and the proposing of amendments to these Bylaws.
10.2.4. PAN Steering Committee. The PAN Steering Committee shall consist of PAN members and be chaired by a PAN member, who may (but need not) be the PAN Board Liaison. The PAN Steering Committee shall support, promote, and protect the interests of published romance writers, enhance the channels of communication between romance authors and publishing industry professionals, and coordinate activities by and for PAN members.
10.2.5. PRO Steering Committee. The PRO Steering Committee shall consist of PRO members and be chaired by a PRO member, who may (but need not) be the PRO Board Liaison. The PRO Steering Committee shall support and promote the interests of romance writers in the areas between manuscript submission and publication, enhance the channels of communication between those romance writers and publishing industry professionals, and coordinate activities by and for PRO members.
10.2.6. Conference Workshop Committee. The Conference Workshop Committee shall coordinate, plan, and oversee the annual Conference workshops.
10.2.7. Leadership Development Committee. The Leadership Development Committee shall solicit the General membership for candidates for Board positions, committee chairs, and committee membership.
10.2.8. Membership Committee. The Membership Committee shall evaluate, review, and make recommendations for membership retention, policies, and procedures and shall deal with election challenges, other specific election-related tasks, and questions involving member ethics.
10.2.9. Communications Committee. The Communications Committee shall coordinate and facilitate internal RWA communications as specified in RWA policy.
Section 10.3. Special Committees. The Board of Directors may designate special committees (including task forces) as necessary, either as committees exercising Board authority or as committees not exercising Board authority.
Section 10.4. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 10.5. Quorum and Manner of Acting. Unless otherwise provided in these Bylaws or in the resolution of the Board of Directors designating a committee, a majority of the voting members of the committee shall constitute a quorum, and the act of a majority of the voting members present at a meeting shall constitute the act of the committee.
Section 10.6. Meetings by Telephone Conference or Other Remote Communications Technology. Members of any committee may participate in any meeting of such committee by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, but only if (i) each committee member entitled to participate in the meeting consents to the meeting being held by the means of that system, and (ii) the system provides access to the meeting in a manner or using a method by which each committee member participating in the meeting can communicate concurrently with each other participant.
Section 10.7. Action without Meeting. As and to the extent provided for in RWA’s Certificate of Formation, any action that may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the number of committee members necessary to take that action at a meeting at which all of the committee members are present and voting. Prompt notice of the taking of any action by committee members without a meeting by less than unanimous written consent shall be given to all committee members who did not consent in writing to the action.
Section 10.8. Committee Reports. Committee chairs or their designees shall report to the Board quarterly or as otherwise requested by the Board.
ARTICLE 11
Employees and Contractors
RWA shall employ a full-time Executive Director who shall be responsible for hiring, supervision, promotion, demotion, termination, and management of all other employees and contractors of RWA, within budgetary guidelines determined by the Board of Directors. The Executive Director shall be supervised by the President under the oversight (and subject to the final authority) of the Board of Directors, and the Executive Director shall at all times have the right to communicate with and seek direction from the Executive Committee and/or the Board of Directors. The Executive Committee shall perform a performance evaluation on the Executive Director annually based on input from the Board of Directors.
ARTICLE 12
Compensation and Reimbursement of Expenses
No Director (except the Executive Director) or committee member shall receive any salary or compensation for his or her services; however, RWA may reimburse certain RWA-related expenses incurred by Directors and committee members, as determined by the Board of Directors.
ARTICLE 13
Inurement
No part of the net earnings of RWA shall inure to the benefit of, or be distributable to, its Officers, Directors, committee members, employees, or other private persons, except that RWA shall be authorized and empowered to pay reasonable compensation for services rendered by employees, contractors, and others, and to make payments and distributions in furtherance of the purposes set forth herein.
ARTICLE 14
Finances
Section 14.1. Fiscal Year. The fiscal year of RWA shall be the annual period that begins November 1 or such other period as established by the Board of Directors.
Section 14.2. Operating Budget. Each year, the Treasurer shall oversee the preparation of the RWA operating budget for the ensuing fiscal year. Upon the approval of such annual operating budget by the Board of Directors, the membership shall be informed of the annual budget and funds shall be disbursed in accordance with the annual budget. The budget may be amended by the Board of Directors when necessary.
Section 14.3. Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents of RWA, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of RWA. Such authority may be general or confined to specific instances.
Section 14.4. Financial Audit. The external financial statements of RWA shall be audited annually by an independent certified public accountant or certified public accounting firm who/which shall be determined from time to time by the Board of Directors.
ARTICLE 15
Books and Records
RWA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, its Board of Directors, and committees having any of the authority of the Board of Directors. The books and records of account shall be open for inspection by any General member and/or his or her agent at all reasonable times.
ARTICLE 16
Limitation of Liability and Indemnification
Section 16.1. Limitation of Liability. The personal liability of any present or former Officer, Director, committee member, and employee of RWA is hereby eliminated to the fullest extent permitted by the Act.
Section 16.2. Indemnification. To the fullest extent permitted by the Act, RWA shall indemnify and hold harmless each Officer, Director, committee member, and employee of RWA against any and all liabilities, costs, and expenses (including attorneys’ fees and expenses) reasonably incurred by such individual or on his or her behalf in connection with any legal action or proceeding to which such individual may be a party by reason of such individual being or having been an Officer, Director, committee member, or employee of RWA, or by reason of any action alleged to have been taken or omitted by such individual in such capacity. Such indemnity shall be effective only in the event that the interested Officer, Director, committee member, or employee provides the Board of Directors, within a reasonable time after the institution of such action or proceeding, written notice thereof. Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, or otherwise. Such indemnity shall inure to the benefit of the heirs, executors, or administrators of each Officer, Director, committee member, or employee. RWA may purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Board of Directors.
ARTICLE 17
Duration and Dissolution
The duration of RWA shall be perpetual, except that it may be dissolved in the manner provided by the Act; provided, however, that no dissolution of RWA shall be effected unless approved by the Board of Directors and the General membership of RWA as required by the Act. Upon the dissolution of RWA, and after paying or making provision for the payment of all of the liabilities of RWA, all remaining assets of RWA shall be distributed to such tax-exempt organization or organizations as may be determined by the Board of Directors and as otherwise required by the applicable provisions of the Act and the IRC.
ARTICLE 18
Amendments
The power to amend these Bylaws shall rest with, and may be exercised by, the General members of RWA. Amendments to these Bylaws may be proposed by (i) petition signed by at least two percent (2%) of the General members listed on the RWA national membership roster as of the date the petition is filed or (ii) the Board of Directors (by resolution approved by the affirmative vote of a majority of the voting members of the Board present at a duly called meeting of the Board or by written action without such meeting). These Bylaws may be amended only by either (A) the affirmative vote of a majority of the General members present (in person or by proxy) and voting at a meeting of the membership or (B) the affirmative vote of a majority of the ballots cast by General members in any member vote conducted (by mail, by facsimile transmission, by electronic message, or by any combination of those methods) in conjunction with RWA’s annual elections. Notice and text of any proposed Bylaw amendments shall be delivered to the Executive Director of RWA at least 120 days prior to the date of such meeting or other vote and sent to each General member of RWA at least 30 days prior to the date of such meeting or other vote. The Board of Directors may amend these Bylaws (without vote of the General members) only to correct or classify ordering, wording, and punctuation as long as the meaning and intent of these Bylaws are not altered.
ARTICLE 19
Miscellaneous
Section 19.1. Governing Law. All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of Texas.
Section 19.2. Headings. The headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of these Bylaws.
Section 19.3. Severability. All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.
Section 19.4. Parliamentary Authority. All RWA Board, membership, and committee meetings shall be conducted according to the rules of parliamentary procedure set forth in the then-most current edition of Robert’s Rules of Order Newly Revised, to the extent that such parliamentary procedures do not conflict with applicable law, the Certificate of Formation of RWA, and these Bylaws.
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