Members, please review the updated bylaws. We will be voting to approve these at the February meeting. The updates include minor language corrections, Articles IV and XI.
Bylaws
of the
Northern Virginia Writers Club
Article I. Name
This organization shall be named the Northern Virginia Writers Club Inc.
Article II. Purpose
The purpose of this organization, which is a non-profit, shall be to provide a means of exchanging ideas and stimulating the art, craft, and business of writing.
Article III. Membership
Any person age 18 or older interested in the art, craft, and business of writing and in enhancing their skills and opportunities in writing may become a member of this organization. Membership shall be open to all regardless of race, gender, sexual orientation, religion, political affiliation, national origin, or disability. This organization will seek to attract members from Arlington, Fairfax, and Loudoun counties and the Cities of Alexandria, Fairfax, and Falls Church who are interested. Only members in good standing may elect officers, vote on membership matters, and serve as Directors or officers. Each member shall have one vote on each matter. Proxy voting is not permitted. An individual’s membership may be terminated by resignation, non-payment of dues, death, or expulsion by the vote of a majority of the officers or majority vote of the Directors for just cause. In the latter case, allegations must be presented in writing to the member(s) involved. The member has the right to contest the allegations within sixty (60) days of receipt of written notice, provided a written request is received by the president no less than thirty (30) days following member’s receipt of the allegation. Terminated members forfeit all dues paid.
Article IV. Directors
1) The Directors shall provide direction, guidance, and continuity for this organization.
2) The number of Directors of this organization is four.
3) The initial Directors are established by the Articles of Incorporation filed at the creation of this organization.
4) Resolutions passed by a majority vote of the Directors shall be binding to this organization.
5) Resignation: A Director may resign at any time with written notification to the Board of Directors.
5) Removal: A Director can be removed by a majority vote of the Board. Thus, the required votes to remove a Director are three.
6) Upon the resignation, removal, or death of a Director, or the inability of a Director to fulfill his or her duties as determined by a unanimous vote of the remaining Directors, the remaining Directors shall appoint a temporary Director from the membership to fill the vacated seat by a unanimous vote. The temporary Director shall serve until an election can be held at the next annual meeting of this organization. At which time, with at least fifty percent of the membership present at the meeting, a new Director shall be elected from the membership by nomination and a two-thirds vote of the members present. If, within three consecutive regular meetings, these criteria cannot be met, the temporary Director shall remain on the Board and serve as a permanent Director.
Article V. Officers
The elected officers of this organization shall be a president, vice president, secretary, and treasurer. Officers shall serve for a term of one year, upon nomination and election at the first meeting of this organization in the month of January, or otherwise the first meeting in a calendar year. Elections shall be determined by a majority of votes cast by members present. The officers will conduct the normal business of the organization and organize and conduct the meetings of its membership. An officer may be removed from office by a majority vote of the Directors, or by a two-thirds vote of the members present at any regular or called meeting, provided notice of the meeting shall include the nature of any proposed removal, and that such notice shall be given to members at the preceding meeting. An officer may resign at any time with written notification to the other officers.
Upon an officer’s resignation, termination, expulsion, or death prior to the end of the officer’s term, or upon an officership remaining vacant after the annual meeting elections, the other officers, at their discretion, may fill, by majority vote, such officership from the membership
1. The president shall manage the affairs, and preside at meetings, of this organization. The president may create and appoint committees and unelected positions as deemed necessary, subject to the majority vote of the officers. The president (along with the vice president) shall serve as a chapter representative for quarterly meetings of the Virginia Writers Club.
2. The vice president shall, in the absence or vacancy of the president, exercise all powers vested in the president. The vice president shall assist the president and perform such duties as directed by the president. The vice president (along with the president) shall serve as a chapter representative for quarterly meetings of the Virginia Writers Club.
3. The treasurer shall serve as financial officer of this organization and perform or oversee all bookkeeping and financial reporting functions. The treasurer shall report on the financial position of this organization at the monthly and annual meetings. The treasurer shall evaluate new and renewal membership applications and maintain the membership roster, including dues status.
4. The secretary shall keep the minutes of the meetings of this organization and present those minutes for approval before and at the next meeting.
Article VI. Meetings
This organization shall normally meet once a month, unless it is decided otherwise by a plurality vote of members. The meeting in January, or otherwise the first regular meeting in a calendar year, shall constitute an annual membership meeting and will include the election of officers. Any meeting may be held in person, electronically, or both. The president or a majority of the remaining officers or a majority of the Directors may call a special meeting, provided membership is given at least 10 days’ advance notice. A quorum at meetings shall be at least five (5) members, and an officer or Director must be present to preside over the meeting. Minutes of the meeting must be recorded.
Article VII. Dues
Annual dues shall be determined by the Board of Directors. Initially, this organization charges membership dues of $30 per calendar year.
Article VIII. Finances
Should the corporate form of this organization be dissolved and no successor organization formed, any funds remaining in the organization’s account will be donated to the Virginia Writers Club. The fiscal year of this organization shall be January 1 through December 31 (the calendar year).
Article IX. Parliamentary Authority
Roberts Rules of Order Newly Revised shall be the parliamentary authority of this organization when applicable and when not inconsistent with these bylaws or any special rules adopted by this organization.
Article X. Relationship to the Virginia Writers Club
This organization is affiliated with the Virginia Writers Club and will encourage its members to become members of that statewide organization.
Article XI. Protocol and Procedure to Register a Grievance or Complaint
Any grievance or complaint concerning any general matter of the club, including membership, meetings, activities, events or other matters within the scope of the club, is to be submitted to the President in writing.
Any grievance or complaint, the subject of which is an officer or other executive of the corporation, must be in memorandum format. A hard copy of the aforesaid memorandum, signed by the member making the complaint, is to be mailed to the corporation’s corporate address or hand delivered to the corporation’s Registered Agent. Any such grievance or complaint that is submitted in any manner other than the aforementioned will result in such complaint or grievance being disregarded. The complaint must be legitimate and based in fact.
Article XII. Amendments
These bylaws may be amended by a two-thirds vote of the members present at any regular or called meeting, provided that notice of the meeting shall include the nature of any proposed amendment(s), and that such notice shall be given to members at the two preceding meetings. [Any amendments, revisions or new bylaws are subject to final approval by a majority vote of the Board of Directors.]