PROPOSED BYLAWS OF
THE SCIENCE FICTION & FANTASY CREATORS GUILD, INC.
NAME AND LOCATION
1.1. Name: The name of this corporation is: THE SCIENCE FICTION & FANTASY CREATORS GUILD, INC. (hereinafter “Corporation” and/or “Central Organization”), which is a nonprofit corporation organized in Nevada.
1.2. Principal Office: The principal office of this Corporation shall be situated in the State of California or at such specific location as the Board of Directors shall determine from time to time. The Corporation may also have such other offices as the Board of Directors determines from time to time.
2.1. General Purpose: This Corporation is a public benefit corporation organized and operated for the following general purposes:
- Exclusively for a literary purpose within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 (as amended) (hereinafter “Code”) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under §501(c)(3) of the Code.
- In the event of dissolution, any and all assets shall be distributed to the appropriate charity or organization which is recognized as exempt under 501(c)(3) of the Code, or the corresponding section of any future federal tax code as seen fit by the Board of Directors.
- To exercise such of the rights, powers, duties and authority of a nonprofit corporation organized under the rules and laws applicable to Nonprofit Corporations in Nevada, which are consistent with the preceding paragraphs.
2.2. Specific Purposes: The specific purposes of the Corporation is to promote the furtherance of creating science fiction and fantasy content as a profession, with a focus on mentoring and educating new and established creators; in so doing, its activities – which are mainly but not exclusively done on the internet – include, without limitation, the following:
- Providing non-legal advice to creators on professional matters, such as protecting their interests and dealing with agents, editors, anthologists, and producers in various media;
- Encouraging public interest in and appreciation for science fiction and fantasy;
- Sponsoring, editing, and disseminating writings, papers, books, pamphlets, and other creations which exemplify science fiction and fantasy of high quality;
- Conducting conferences, public discussion groups, forums, lectures, and seminar programs; and
- Providing other assistance, support and information to help science fiction and fantasy creators meet their professional goals.
3.1. Qualifications for Membership: The members of the Corporation shall consist of such persons as:
(a) subscribe to the purposes and goals of the Corporation; and
(b) agree to abide by the Bylaws of the Corporation as amended from time to time.
3.2. Classes of Members: The membership of the Corporation shall be divided into (3) classes: professional members, associate members, and emeritus members.
- Professional Members: open to creators with provable professional credits to their name. These credits can be, but are not limited to, published works both traditionally and self, in any form of books, e-books, short stories, anthologies, magazine articles, book covers, music CDs, films, TV shows, radio, internet-based channels, etc. Those applying for membership will be asked to provide a full list of published works to be reviewed by the Membership committee. Proof of a sale or a royalty check received for a qualifying work must be presented as well. Any amount paid in legal tender in any country will be sufficient to qualify as a paid professional. Every year, when paying for the next year’s membership, Professional Level Members will be required to submit proof of having received a minimum of $50.00 in received payment and/or royalties payments received over the previous 12 month-period – for works originally produced/published within the previous three years – that they were a Professional Level Member in the SFFC Guild. If the threshold has not been met, the member will be treated as an Emeritus member, and will be limited to that level’s rules, until such time as the requalification threshold has been met and the member is returned to Professional level.
- Associate Members: open to any interested applicant who has not yet been published or has not yet acquired a professional credit in any other medium but is currently and actively working on a work that would qualify, an independent editor not affiliated with a large or major publishing house, a small publisher (less than 400 total titles) or if a blogger or professional journalist that regularly covers the field of science fiction and/or fantasy or any related genres. The Associate-level members will have full access to the SFFC Guild with the lone exception of being able to vote for Officers or run for office. Applicants for this level will need to provide a recommendation for membership from two current Guild members.
- Alumni Members: open to all Professional-level members who are no longer actively producing new material, or any legal representative of the estate of a creator who would have been eligible for professional level membership while alive, who wish to remain connected to the community. As with the Associates, the Emeritus will have full access to the SFFC Guild with the lone exception of being able to vote for Officers or run for office.
- Ineligible to apply: Agents, editors employed by major publishing houses, major publishers, major studios or major corporations that produce science fiction and fantasy content or those directly employed by said entities are not eligible to apply for membership in this guild.
3.3. Voting Rights: Each Professional member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting of members by proxy. Only Professional members have voting rights, allowing them to vote in the annual election for members of the Board of Directors including those board members elected for their preferred roles to serve as the officers. Only the Professional members in good standing can remove a director from the board by casting the number of votes that would otherwise be sufficient to elect the director during the annual election. Votes may be taken by voice, by a show of hands or by written or electronic ballot. Voting members shall have no right to cumulate their votes. Only Professional members can run for office.
3.4. Membership Dues: All members shall pay annual membership dues to the Corporation in such amounts and in such manner as the Board of Directors determines from time to time. Each year the Board of Directors shall specify a date, and give all members prior written notice thereof, when membership dues are due, and permit members to pay their dues at any time within ninety-one (91) days thereafter.
3.5. Annual Call to Vote: The bi-annual call to vote of Professional members shall be made during the month of November of each year, or such other time the Board of Directors may determine and indicate in the call to vote notice, to be held on the Corporation’s website, or in such other place as may be designated by the Board of Directors.
During the call to vote, the voting members shall elect the directors of the Corporation, but if such election is not held or if directors are not elected thereat, they may be elected during any special call to vote of the voting members held for that purpose.
Special call to vote for any purpose or purposes may be called at any time by the President, or by a majority of the directors, or upon written petition by at least two thirds (2/3) of the voting members.
3.6. Notice of Program and Activities to Members: Members will be kept up to date on status of the Corporation’s programs and activities through the Corporation’s website forums, newsletters or other communications the Board deems appropriate, including direct mail and live meetings.
3.7. Termination of Membership: The membership of each member of the Corporation will terminate upon the member’s death, resignation, expulsion, or failure to pay dues as next described. Unless otherwise determined by the Board of Directors, each member’s membership will immediately terminate if his or her membership dues have not been paid within ninety-one (91) days after such member’s dues were due.
Members terminated as a result of expulsion may not renew their membership in the Corporation without obtaining the affirmative vote of at least two-thirds (2/3) of all the directors. Members terminated as a result of non-payment of dues may reactivate their membership in the Corporation within two years after such termination by the payment of all current and past due membership dues. Members terminated as a result of resignation or for non-payment of dues in excess of two years may renew their membership only by re-application for membership in the Corporation.
3.8. Suspension and Expulsion: Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of at least two-thirds (2/3) of all the directors if, in the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation.
4.1. Powers: Subject to any limitations of the Articles of Incorporation, the rules and laws applicable to Nonprofit Corporations in Nevada or these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of the Board of Directors. The Board of Directors shall be composed of a total of five (5) individuals, the Guild’s Founder, Richard Paolinelli, and four (4) individuals elected by the Professional membership. Each of the four (4) individuals elected to the Board of Directors, along with the Founder, shall fill the role of an officer. The Board of Directors authorizes the five (5) officers to conduct the daily operations of the Corporation.
4.1.1. Powers of the Board of Directors: Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
- May fill vacancies on the Board of Directors by quorum if a sufficient number of directors remain, otherwise by the affirmative vote of the majority of directors remaining in office. Individuals from among the Professional membership shall be elected by the directors for filling vacancies subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for board members as shall not be inconsistent with law, with the Articles of Incorporation, or the Bylaws;
- To conduct, manage and control the affairs of the Corporation, and to make such rules and regulations therefore, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws;
- To take action or consent to any action that needs to be taken for the good of the Corporation. In case of a deadlock, the Founder may cast a second and decisive vote;
- To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Corporation;
- To authorize Affiliated Chapter status to qualifying regional/local groups consisting solely of active members in good standing of the Corporation;
- To maintain supervision or control over the operation and governance of Affiliated Chapters pursuant to 501(c)(3) of the Code governing Federal group exemptions by providing a Uniform Affiliated Chapters Charter (Chapters’ operational document) and a Uniform Affiliated Chapters Bylaws (Chapters’ governance document) for use by unincorporated Affiliated Chapters of the Corporation;
- To suspend and/or revoke Affiliated Chapter status from any chapter that fails to maintain the conditions imposed upon Affiliated Chapters by the Board of Directors not inconsistent with law, or with the Articles of Incorporation, or the Bylaws;
- To grant reinstatement to any chapter whose Affiliated Chapter status has been suspended provided that such chapter satisfactorily fulfills the guidelines and requirements prescribed by the Board of Directors for ensuring the chapter’s conformity and compliance with these Bylaws, Uniform Affiliated Chapters Charter, Uniform Affiliated Chapters Bylaws and/or local, state and federal law; and
- In furtherance of its powers and duties, shall have the power to make and from time to time amend the Bylaws of the Corporation, Uniform Affiliated Chapters Charter and Uniform Affiliated Chapters Bylaws.
4.2. Number of Directors: The number of directors constituting the entire Board shall be composed of five (5) individuals, including: One (1) Founder, or his designee in the event of incapacity or death, to guide the Corporation in its stated mission, as a permanent member of the Board and four (4) individuals who shall serve as the five (5) officers elected to the Board of Directors by the membership for their preferred roles. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board of Directors, provided that the Board of Directors shall be composed of not fewer than three (3) individuals and any action of the Board of Directors to effect an increase or a decrease shall require the vote of at least two-thirds (2/3) of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
4.3. Qualifications for Office: Every director must be an individual and a member in good standing of this Corporation. Directors to an office are to act in their own right and not as a representative of any interest or group. Each Director shall be at least twenty-one (21) years of age.
4.4. Election of Directors: Four of the five (5) directors who shall serve as the five (5) officers of the Corporation shall be elected by electronic ballot by the regular members in good standing of the Corporation. The term of each director, upon being elected to office, shall begin on the 30th day of November.
4.5. Term of Office: Except for the Founder who shall serve without term limits; the regular term of office for each director shall be two years, unless sooner terminated by death, incapacity, resignation or removal. All directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the director’s prior resignation or removal as hereinafter provided.
4.6. Nomination of Directors: Prior to the call to vote to the voting members, the Board of Directors shall select an election committee. The duty of such committee will be to send out notices to each regular member to invite them to nominate and discuss the nomination of qualified members, from among the regular membership, to run for each Elective Office. After a time, the committee shall present a list to the Board of Directors containing the names of eligible nominees as directors for the ensuing two years. Said list shall contain the names of at least one eligible nominee to each vacancy. Once the nominees are approved by the Board of Directors, the committee shall run the election, and finally announce the results to the President.
In case the Board of Directors fails, for any reason, to elect such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. In case of a tie between two or more nominees, the committee shall, within seven (7) days submit the names of the nominees so tied to the voting membership by the means of an on-line ballot posted on the Corporation’s web site.
4.7. Removal, Resignation: Any director may resign from office at any time by giving written notice thereof to an officer of the Corporation. Any director may be removed with or without cause only by the number of votes cast by the regular membership that would otherwise be sufficient to elect the director during the annual election.
The President may also be required to resign without appeal if two-thirds (2/3) of the regular membership signs a petition to that effect; the President and Vice-President abstaining to vote. If such petition was to take place during the months of January or February, any regular member that was in good standing with the Corporation as of December 31 of the prior year, may be eligible to sign such petition. Publication of such petition in a forum of the Corporation’s web site may not be denied.
A director who has been so removed shall be reinstated if, within the time remaining on his or her term of office, he/she presents to the President or Secretary a petition for his/her reinstatement signed by two-thirds (2/3) of the regular membership in good standing. If such petition was to take place during the months of January or February, any regular members that was in good standing with the Corporation as of December 31 of the prior year, may be eligible to sign such petition. The responsibility for circulating the petition shall lie entirely with the removed director. Publication of the petition in a forum of the Corporation’s web site may not be denied.
4.8. Existence of Vacancies: A vacancy in the Board of Directors exists in case of the happening of any of the following events:
(a) The death, incapacity, resignation, or removal of any director.
(b) The authorized number of directors is increased.
(c) At any call to vote at which a director is to be elected, but the voting members fail to elect the full authorized number of directors to be voted for at that meeting.
4.9. Filling of Vacancies: Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors except that the number of active board members serving, while vacancies are left unfilled, shall not be fewer than three (3) individuals.
If any directorate becomes vacant due to a vacancy in the preferred role of Officer, the Board of Directors may leave the ensuing vacancy in the directorate unfilled whereby the President shall have the power to appoint an individual from the regular membership to fill only the vacancy occurring in the preferred role of officer; or to assume or authorize another officer to assume the duties of the vacant office in addition to executing the duties and responsibilities of his/her elected role. Otherwise the Board of Directors may fill the vacancy on the Board of Directors for the preferred role of the vacant office by quorum if a sufficient number of directors remain, otherwise by the affirmative vote of the majority of directors remaining in office. Individuals from among the regular membership shall be elected by the directors in filling a vacancy in the directorate for the preferred role of the office vacated if the preapproval of such individual has not otherwise been obtained.
In the event the office of the President becomes vacant, the Vice-President shall fill the office. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director.
4.10. Place and Number of Meetings: Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. The Board shall hold at least two (2) meetings each calendar year.
4.11. Annual Call to Vote and Special Meetings: Immediately following each annual call to vote of regular members, the Board of Directors shall hold an annual meeting for the purpose of filling vacancies on the Board and the election of officers. Other business may be transacted at the annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for any purpose(s) may be called at any time by the President, or, if the President is absent, or unable or refuses to act, by two-thirds (2/3) of the directors then in office.
4.12. Notice of Meetings: A meeting of the directors may not be held without prior notice. Notice of the time and place of meetings of the Board shall be sent by electronic mail, mail or other form of communication, addressed to the directors at their address as shown upon the records of the Corporation, at least three (3) days in advance of such meeting. Such notice shall state the general nature of the business to be considered during the meeting.
4.13. Quorum and Voting: A majority of the elected and qualified directors shall be necessary to constitute a quorum for the transaction of business. Every act of or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted.
A director may participate in any meeting of the directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.
The transactions of any meetings of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written consent to holding such meeting or an approval of the minutes thereof. All such consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
4.14. Presumption of Assent: A director who is present at any meeting of the directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as the Secretary of the meeting before or promptly after the adjournment thereof, and within a reasonable time after obtaining knowledge of the action.
4.15. Action By Unanimous Written Consent: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
4.16. Notice of Adjournment: Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.
5.1. Responsibility: In all respects, the Officers of the Corporation are members of the Corporation’s Board of Directors elected by the membership for their preferred roles as proposed to the membership by the current Board of Directors. In addition to the duties and powers described elsewhere in this document, the Officers shall approve budgets, and may fix the dues to the Corporation for all classes of membership. When these Bylaws state that an action is to be taken by the officers collectively or by consent of the officers, a majority of the officers shall act. In case of a deadlocked vote, the President may cast a second and decisive vote.
5.2. Number and Selection: The five (5) Officers of the Corporation elected by the regular membership for their preferred roles shall serve as elected members of the Board of Directors. The Board of Directors shall include the following five (5) Officers: Founder, President, Vice President, Secretary, Treasurer, and such other officers as the Board may determine. Any two or more offices may be held by the same person except the offices of President, Secretary or Treasurer. Each officer shall hold office until a successor is elected and qualified, or until the officer’s resignation, death or removal. The typical term of office is of two years beginning November 30 and ending November 29. Vacancies in offices shall be filled by a vote of the remaining members of the Board of Directors at any time to serve unexpired terms.
5.3. Resignation and Removal: The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be relieved from the duties of office during their term by majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Corporation. An officer so relieved of duties can only be removed from the Board of Directors by the number of votes cast by the regular membership that would otherwise be sufficient to elect the director during the annual election. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer’s employment and the circumstances of removal.
5.4. President: The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation. The President shall serve as a member of the Board of Directors and preside at all meetings of the Board of Directors. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Directors.
The President shall represent the Corporation in dealings with all other organizations and persons, and may speak for the Corporation on all matters on which the Corporation has reached a consensus. The President shall have the exclusive power to sign contracts for the Corporation, except as specified below, the power to issue publications, create and appoint committees, conduct correspondence and perform such other duties as are incident to the office. The President shall have the authority to hire and dismiss any employees and/or independent contractors, vendors or suppliers who provide services to the Corporation for which they are paid, and to define the duties thereof. Nothing contained in these Bylaws shall prevent assignment of duties to the Corporation’s staff by the President with the consent of the other officers.
The President may, with the consent of the other officers, engage employees or contractors on a contractual basis for not more than three (3) years, and such contracts shall be binding upon successor administrations. The President will post debate and voting on issues concerning the Guild.
5.5. Vice President: At the request of the President, or in the President’s absence or disability, the Vice President shall perform all the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Board of Directors or as may be provided in these Bylaws.
The Vice-President shall have the power to perform any duties delegated to him or her by the President. The Vice-President shall assume the office of President if such office becomes vacant for any reason, and hold it until a new President is elected. The Vice-President shall have the power to appoint and remove members to the Corporation’s committees, with the exception of the Membership and Election Committees, and shall serve as ex officio member of all standing committees and shall oversee their work. In emergency situations when the President is unavailable or incapacitated, the Vice-President shall have the power to sign contracts for the Corporation. The Vice-President also tracks memberships and counts votes for Corporation in conjunction with Secretary.
5.6. Secretary: The Secretary shall make sure that the official seal of the Corporation (if any), the membership book, and a book of minutes of all meetings of directors are kept at the principal office of the Corporation, or such other place as the Board of Directors may order. The Secretary shall keep a membership book containing names and addresses of each member, and the date upon which the membership ceased. The Secretary shall give the notices of the call to vote to the voting members as provided in these Bylaws.
The Secretary shall also insure the maintenance and protection of a file with copies of all official and legal documents of the Corporation. All original documents shall be kept in Nevada with the incorporator. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws.
The Secretary shall maintain membership lists, including the status of each membership, and shall keep such records in such manner that information is always readily available. The Secretary shall publish and post special notices, special publications, and other material as directed by the President. The Secretary shall maintain lists of subscribers to regular Corporation publications, issue renewal notices as subscriptions expire, and forward moneys received there from to the Treasurer if such moneys are not paid directly to the Treasurer.
The Secretary shall answer correspondence of the Corporation as directed by the President and shall maintain an adequate filing system. Upon demand of the President, the Secretary shall present properly qualified persons doing business with the Corporation with copies of such correspondence. The Secretary shall keep all members informed of relevant Corporation business, and shall be responsible for informing officers, committee chairs, and other volunteers of any changes in the Corporation’s activities that might affect them.
5.7. Treasurer: The Treasurer shall:
(a) Have custody of all Corporation funds; insure full and accurate accounting of the Corporation’s finances;
(b) Insure that all monies and other securities are deposited (by the person appointed by the board to make the deposits) in such depositories as may be designated by the Board of Directors. The depositories shall consist in one or more federally insured bank accounts and/or in one or more money market or mutual funds of comparable safety;
(c) Disburse the funds of the Corporation as ordered by the President or the Board of Directors taking proper vouchers for disbursements, thus have the power to sign the Corporation’s checks; and
(d) Insure the preparation of all financial statements and reports required by law, by the President or by the Board of Directors.
The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the President. In order to insure the proper handling of the Corporations’ funds the Board of Directors, or the President, shall delegate all of the authority of the Treasurer to one other officer, and may also delegate to this same officer, part of the Treasurer’s duties.
Upon taking office for the Corporation for the first time, the Treasurer, and any officer having access to the Corporation’s funds and assets, must provide a certified copy of a valid identity document with picture – such as a driver’s license or passport – by sending such document to the President or to another officer designated by the President to keep such records.
The Treasurer shall send dues notices and collect all fees, annual dues and subscriptions, and shall produce financial reports, at least quarterly, and at any other time when called upon to do so by the President. The Treasurer will be responsible for the timely filing of all of the Corporation’s tax forms, issuing tax receipts to donors, and shall, as much as possible, keep current on laws relating to the operation of 501(c)(3) nonprofit organizations.
The Treasurer shall transmit to the Secretary the names of members who have not paid their dues within sixty (60) days of the start of the calendar year. The Treasurer shall also promptly transmit to the Membership Committee any information relevant to membership matters.
5.7. Founder: The Founder will serve as an advisor to the other four officers; identifying and helping to solve problems and other duties as determined by President. The Founder may liaise between Committee Chairs and Officers, make recommendations for the removal of Committee Chairs, or help create new committees.
5.9. Annual Transition: To maintain Corporation continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Corporation’s financial accounts, signature cards, and all other Corporation’s legally binding documents.
ADMINISTRATION OF DONATIONS
6.1. Donations: All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Corporation. Donations include bequests and devises of deceased persons. At the discretion of the Board of Directors, the Corporation may raise revenues through fund-raising activities and donations. The Board of Directors has the right to refuse any donation made or offered to the Corporation with or without cause in its sole discretion.
6.2. All Donations Subject to these Bylaws: Donors may make donations to or for the use of the Corporation by naming or otherwise identifying the Corporation in the gift transfer instrument. Each donor by making a donation to or for the use of the Corporation accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of donor’s intent, the variance from donor’s directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.
6.3. Segregation of Funds: No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, investment or administration, or in order to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping under such name internal bookkeeping accounts reflecting appropriately the interest of such fund in each common investment.
6.4. Improper Donor Directions: If any direction by the donor, however expressed, would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Corporation, or if the Board is advised by counsel that there is a substantial risk of such result, the direction shall not be followed, but shall be varied by the Board so far as necessary to avoid such result, except that if a donor has clearly stated that compliance with the direction is a condition of such donation, then the donation shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of administration.
6.5. Changed Circumstances: Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Corporation’s charitable purposes, it may, by affirmative vote of two-thirds (2/3) of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor’s directions as to investment or administration have because of changed circumstances or conditions or experience proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.
6.6. Charitable Trusts: If a donation is made to the Corporation by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Corporation shall be regarded as Corporation funds only when the Corporation becomes entitled to their use, but the Board may take such actions as it from time to time deems necessary to protect the Corporation’s rights to receive such payments.
6.7. Board Determinations: The Board shall from time to time but not less frequently than annually:
(a) Determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor’s directions and make payments to organizations or persons to whom payments are to be made, in such amount and at such times and with such accompanying restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner intended.
(b) Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective officers as to payment thereof and funds to be charged. Disbursements for proper administrative expenses incurred by the Board, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid as far as possible, first from any funds directed by the donor for such purpose, and any balance out of other Corporation funds.
6.8. Making of Distributions: The Board may, in furtherance of the Corporation’s purposes, when needs therefore have been determined, and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, governments or governmental agencies as in the opinion of the Board can best carry out such purposes or help create new qualified charitable organizations to carry out such purposes.
6.9. Distributions of Principal: Determinations may be made to distribute all or part of the principal from funds donated without directions as to principal or income, as well as pursuant to directions expressly permitting the use of principal. The Board shall in such circumstance inform the investment manager of the Corporation, if any, as far in advance as the Board deems practicable so as to permit the investment manager to adjust its investment policies accordingly and may, upon being advised as to how the desired distribution and any necessary liquidation of investments can most economically be accomplished, adjust its directions for distribution accordingly.
7.1. Actions Jeopardizing Tax Status: This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
7.2. Lobbying, Political, Religious or Social Justice Activities:
(a) The Corporation shall not lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors when said legislation may threaten the personal freedoms of speech, expression, or other personal freedoms for our membership as guaranteed in the US Constitution and its Bill of Rights.
(b) The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office whatsoever.
(c) The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any religion or of any religious campaign on behalf of any religion whatsoever.
(d) The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any so-called “Social Justice” activity or campaign whatsoever.
7.3. Private Inurement: No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Corporation is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
7.4. Preventing Conflict Situations: The Corporation, through the Board of Directors, shall encourage all officers and agents to prevent conflicts of interest where possible by:
(a) Refusing to enter into self-dealing relationships with the Corporation as a vendor.
(b) Not accepting anything but gifts of insubstantial value from vendors.
(c) Advising fund raisers not to recommend that making any donation to the Corporation is in the best interests of a donor.
(d) Encouraging donors who plan to make a sizeable gift in response to a personal solicitation to act only with the advice of independent counsel.
(e) Not participating in any way to submit, review, process or make a recommendation concerning a funding proposal on behalf of any potential or actual grant recipient which employs him or her or with which the officer or agent is affiliated or related, or concerning a funding proposal for a project in which he will participate.
7.5. Litigation: The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.
OTHER FINANCIAL MATTERS
8.1. Property of the Corporation: The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.
8.2. Dedication of Assets. This Corporation does not contemplate pecuniary gain or profit to the members thereof except as provided by law under §501(c) (3) of the Internal Revenue Code of 1986, as amended from time to time. The property of this Corporation is irrevocably dedicated to tax exempt purposes under said §501(c) (3) of the Code as described herein. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
8.3. Disposition Upon Dissolution: Upon the dissolution or winding up of the Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to the charity of choice authorized by the Board of Directors. In no event shall any of the business, properties, assets or income of this Corporation, in the event of dissolution thereof, be distributed to the directors, members or officers, either for the reimbursement of any sums subscribed, donated or contributed by the same, or for any other purposes.
8.4. Contracts: The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it pecuniary liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officer, the President, either alone or with the Secretary or any Assistant Secretary, may execute the same in the name of, and on behalf of, the Corporation, and any such officer may affix the corporate seal (if any) of the Corporation thereto.
8.5. Financial Accounts: The Corporation may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors to hold, manage or disburse any funds for Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Directors from time to time.
8.6. Appointment and Employment of Advisors: The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation’s purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof.
8.8. Auditing of Accounts: The accounts of each fund shall, without revealing the identity of any donor who directed anonymity at the time of the donation, be audited in accordance with generally accepted auditing practices by an independent auditor appointed or approved by the Board at such times as the Board may determine.
8.9. Financial Statements and Reports: An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor’s charges and expenses shall be proper expenses of administration.
8.10. Limitations on Debt: No debt shall be incurred by the Corporation beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors.
8.11. Liability of Directors and Officers: No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
8.12. Liability of Members: No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment.
8.13. Property Interests Upon Termination of Membership: Members have no interest in the property, assets or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all right, title and interest of any member, but shall not affect any indebtedness of the Corporation to such member.
8.14. Fiscal Year: The fiscal year of the Corporation shall be from each January 1 to each December 31.
8.15 Third-party Activities: Whether on the Guild’s official website or Members-only forums, a section of listed or recommended 3rd party services from some of its members or external third parties, does not constitute an official Guild recommendation of said third party or service nor is the Guild or any of its officers responsible for said third party’s services, actions or conduct in any way.
9.1. Committees Powers: Committees of the Corporation shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. The Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the rules and laws applicable to Nonprofit Corporations in Nevada.
9.2. Limitations: Except in cases where these Bylaws or the Board of Directors has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Directors. No member of any committee, without the prior written consent of the Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Corporation or its Board of Directors in any way or by any means. All such powers are expressly reserved to the Board of Directors and the officers of the Corporation.
9.3. Committee Chair: The Board, acting upon the recommendation of the President, shall appoint a committee Chair for each project. The Chair person must be a regular member of the Corporation and shall report to the Committee Coordinator, who must be a director/officer of the Corporation. The President shall be an ex-officio member of every committee. Every committee shall consist of at least two (2) persons, exclusive of the President. Committee chair and committee members shall be appointed for (1) one-year terms, renewable by a vote of the Board of Directors.
9.4. Standing Committees: In addition to other committees the Board may establish from time to time, the following will be standing committees of the Corporation:
- a) Membership Committee: The Membership Committee shall be responsible for reviewing, vetting and recommending to the Board of Directors the names of applicants and whether or not their membership should be approved. Any two officers may approve the committee’s recommendation.
- b) Election Committee: The Nominations Committee shall be responsible for submitting and recommending to the Board of Directors the names of members in good standing with appropriate skills to serve as directors/officers of the Corporation. In so doing, the Election Committee shall attempt to select individuals whose service will be a valuable contribution to the Corporation.
- c) Activities Committees. The Activities Committees shall organize various activities and events, including:
i) Maintenance of the Corporation website;
ii) The Newsletter to members;
iii) Annual Conferences: online and/or live;
iv) Annual Awards.
9.5. Special Committees: The Board may establish such special committees as it deems appropriate from time to time. Special committees shall have the duties and responsibilities as the Board shall designate.
10.1. Nonderivative Actions: Subject to all of the other provisions of this Article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was a director or officer of the Corporation, or a volunteer or an employee authorized to act on behalf of the Corporation, against expenses (including actual and reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
10.2. Expenses of Successful Defense: To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorney fees) incurred by the person in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification provided by this Article 10.2.
10.3. Contract Right; Limitation on Indemnity: The right to indemnification conferred in this Article shall be a contract right and shall apply to services of a director, officer, or a volunteer or an employee authorized to act on behalf of the Corporation. Except as provided in Article 10.2, the Corporation shall have no obligations under this Article to indemnify any person in connection with any proceeding, or part thereof, initiated by the person without authorization by the Board of Directors.
10.4. Determination That Indemnification Is Proper: Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Article 10.1, and upon an evaluation of the reasonableness of expense and amounts paid in settlement. The determination and evaluation shall be made in any of the following ways:
a) By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.
b) If the quorum described in clause (a) above is not obtainable, then by majority vote of a committee of two or more directors who are not at the time parties or threatened to be made parties to the action, suit, or proceeding.
c) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) by the board or its committee in the manner prescribed in subparagraph (a) or (b); or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.
10.5. Proportionate Indemnity: If a person is entitled to indemnification under this Article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the Corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
10.6. Expense Advance: The Corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Article 10.1 who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply: (a) the person furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Article 10.1; (b) the person furnishes the Corporation a written undertaking executed personally, or on his or her belief, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under Article 10.1. The authorization of payment must be made in the manner specified in Article 10.4.
10.7. Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
10.8. Former Directors and Officers. The indemnification provided in this Article continues for a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.
10.9. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, of the Corporation, or a volunteer or an employee authorized to act on behalf of the Corporation, against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify the person against the liability under these bylaws or the laws of the state of Nevada.
10.10. Changes in Nevada Law. If there is any change of the Nevada statutory provisions applicable to the Corporation relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change. Subject to the next Section, the Board of Directors is authorized to amend these bylaws to conform to any such changed statutory provisions.
10.11. Amendment or Repeal of Article. No amendment or repeal of this Article shall apply to or have any effect on any director, officer, or a volunteer or an employee authorized to act on behalf of the Corporation for or with respect to any acts or omissions of the director, officer, employee, or agent occurring before the amendment or repeal.
10.12. Impact of Tax Exempt Status. The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax exempt organization described in §501(c)(3) of the Internal Revenue Code of 1986, as amended.
11.1. Mission Statement. This Corporation Mission Statement is as follows:
The Science Fiction & Fantasy Guild is a group of writers, artists, illustrators, and others all allied and dedicated to building a vibrant and fully inclusive science fiction and fantasy literary and artistic culture. We do this by encouraging each other to create, publish, perform, and share our work and by networking among ourselves and with others within all of the creative communities.
11.2. Acknowledgment. All members (whether Professional, Associate, or Emeritus members, or any new class of membership the Board of Directors may see fit to create) of the Corporation shall acknowledge, through an electronic confirmation device, their individual acceptance of, and agreement with, the Corporation Mission Statement, and shall notify the Corporation if, at any time subsequent, such individual(s) can no longer in good conscience accept or agree with the same.
11.3. Amendment. The provisions of this Article shall not be amended except with the prior written approval of the Founder and/or his designee and by the unanimous approval of the elected members of the Board of Directors and the approval of at least four-fifths (4/5) of the voting members in good standing.
12.1. Chapter Affiliation: The Science Fiction & Fantasy Creators Guild, Inc. (hereinafter “Central Organization”) through its Board of Directors authorizes the association of its members from various geographical regions to form Affiliated Chapters (aka “subordinate organizations”) for inclusion in its Federal Group Exemption Letter and shall grant Affiliated Chapter status to qualifying groups that subscribe to the following restrictions:
- Shall be organized and operated exclusively for a literary purpose consistent with the requirements of Internal Revenue Code 501(c) (3);
- Shall not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office;
- Ensure that none of its net earnings in any part shall inure to the benefit of private individuals;
- Understands and agrees that the Central Organization supervises or controls Affiliated Chapters to ensure qualification for and ongoing compliance with the conditions required for inclusion under its Federal Group Extension Letter; and
- Understands and agrees that Affiliated Chapter status is granted exclusively for Federal tax exempt purposes and in no way creates a legally binding relationship to be formed with the Central Organization.
12.2. Affiliated Chapter Status, State Tax Exemption and Unincorporated Association: Inclusion in the Central Organization’s Federal Group Exemption Letter does NOT automatically provide Affiliated Chapters with exemption from state taxation. Each Affiliated Chapter must contact the Secretary of State in the state where it is located to determine the requirements for state tax exemption. Many states recognize unincorporated associations, but still require an organizational document to establish the group’s creation. The Central Organization shall provide to each Affiliated Chapter a Uniform Affiliated Chapters Charter (operational document) that signifies the creation of the unincorporated subordinate organization. The Central Organization shall also provide to each Affiliated Chapter Uniform Affiliated Chapters Bylaws (governing document) to facilitate effective supervision of all its Affiliated Chapters regarding compliance with the Internal Revenue Code. Qualifying groups requesting Affiliated Chapter status shall be encouraged to consult an attorney or tax advisor for further guidance.
12.3. Affiliated Chapter Legal Status: The Affiliated Chapter is a separate legal entity from the Central Organization. It shall not be deemed to be an agency or instrumentality of the Central Organization and the Central Organization shall not be deemed to be an agency or instrumentality of the Affiliated Chapter. The Affiliated Chapter shall not hold itself out to the public as an agent of the Central Organization without express written consent of the Central Organization. The Affiliated Chapter shall not contract in the name of the Central Organization without the express written consent of the Central Organization.
12.4. Affiliated Chapter Status: The Central Organization through its Board of Directors may grant Affiliated Chapter status to qualifying regional/local groups of no fewer than five (5) members consisting solely of active members in good standing of the Central Organization pursuant to guidelines and requirements established by the Board of Directors.
12.5. Qualification for a grant of Affiliated Chapter status:
- All members of a chapter must be active members in good standing of the Central Organization;
- Any individual accepted for and maintaining membership in the Central Organization automatically qualifies for membership in an Affiliated Chapter and shall be accepted as an active chapter member upon remittance of dues to the chapter as determined by the chapter;
- No member of the Central Organization is required to be a member of an Affiliated Chapter;
- State incorporation of an Affiliated Chapter shall not be required unless otherwise prescribed by State law wherein the regional/local chapter is located;
- Each group granted Affiliated Chapter status must apply to the Internal Revenue Service for an Employment Identification number (EIN);
- Each Affiliated Chapter shall sign a letter of agreement to be included under the Group Exemption Status of the Central Organization;
- Each Affiliated Chapter shall follow the calendar-based tax year (January 1 to December 31) maintained by the Central Organization; and
- Each Affiliated Chapter shall adopt a chapter name that conforms to the requirements of the Central Organization.
12.6. Affiliated Chapter Name and Logo: Each Affiliated Chapter shall adopt a chapter name that conforms to the following example: “Long Island Chapter of the Science Fiction & Fantasy Creators Guild.” Affiliated Chapters may design a chapter logo and slogan with the approval of the Central Organization and may use these provided that it does not represent itself to the public as an agent of the Central Organization.
12.7. Affiliated Chapter Governance: The head of an Affiliated Chapter shall be titled “Chapter Chairperson” and that title must be used in full on all correspondence or when speaking of that officer. The title “President” is reserved to the President of the Central Organization. Affiliated Chapters shall elect officers patterned after the Central Organization except that each Chapter shall elect no fewer than three (3) officers: Chapter Chairperson, Secretary, and Treasurer. The officers of an Affiliated Chapter shall carry on their business in a manner consistent with these Bylaws and the Uniform Affiliated Chapters Charter and Uniform Affiliated Chapters Bylaws authorized by the Board of Directors of the Central Organization.
12.8. Affiliated Chapter Meetings and Reports: Each Affiliated Chapter shall meet monthly, record and maintain minutes and financial accounting. Annually, each Affiliated Chapter shall submit summary reports of minutes of its monthly meetings and Treasurer’s reports to the Central Organization in the month of January following the closing month (December) of the previous calendar tax year. Each chapter shall also submit such other reports concerning their operations, activities and finances as may from time to time be requested by the Central Organization. The Central Organization may audit Affiliated Chapters.
12.9. Member Dues to the Central Organization and Affiliated Chapter: Each member of an Affiliated Chapter as a member in good standing of the Central Organization must pay annual dues to the Central Organization. Additionally, with the approval of the Central Organization each Affiliated Chapter may set and collect annual dues payable to the Chapter which do not include annual dues payable to the Central Organization.
12.10. Affiliated Chapter Finances: Each Affiliated Chapter shall follow the calendar-based tax year (January 1 to December 31) maintained by the Central Organization and file annual tax returns in accord with State and Federal law even if no tax is owed. Affiliated Chapters may raise funds for events and accept donations; However provided that Affiliated Chapters are advised to consult with a Certified Public Accountant in order to maintain compliance with §501(c)(3) Federal group exemption status, file timely state and federal tax returns, and in pursuing lawful fundraising activities. Affiliated Chapters may apply to the Central Organization for supplementary funding of special events pursuant to guidelines and requirements established by the Central Organization’s Board of Directors.
12.11. Affiliated Chapter Activities: Affiliated Chapters shall request and must receive prior approval from the Central Organization to plan and conduct writing skills workshops and other events offered to the public that might be associated with the Central Organization.. However, prior approval from the Central Association shall not be required for members-only workshops and events. Each Affiliated Chapter shall cooperate with the Central Organization in hosting the annual live conference when it is to be held in that Chapter’s locale.
12.12. Suspension, Revocation and Reinstatement of Affiliated Chapter Status: The Board of Directors of the Central Organization may suspend or revoke Affiliated Chapter status of 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 grant reinstatement of Affiliated Chapter status to a suspended chapter prior to final revocation if the suspended chapter satisfactorily fulfills the guidelines and requirements established by the Board of Directors for reinstatement of affiliated chapter status.
12.12.1. Powers of the Board of Directors and Suspension, Revocation and Reinstatement of Affiliated Chapter Status: The full Board of Directors shall be empowered to suspend, revoke and/or reinstate Affiliated Chapter status of any chapter for good cause, but any such suspension, revocation and/or reinstatement shall require a two-thirds (2/3) majority vote of the full Board. Suspension and/or revocation for good cause include the Affiliated Chapter’s failure to abide by any of the following provisions:
- Central Organization Bylaws;
- Uniform Affiliated Chapters Charter;
- Uniform Affiliated Chapters Bylaws;
- Violations of the Central Organization’s mission and/or ethics; or
- Any activity inconsistent with inclusion under the Central Organization’s 501 (c)(3) group exemption status.
AMENDMENTS TO BYLAWS
13.1. Adoption: Except those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed by the Board of Directors subject to written approval by the Founder and/or his designee and shall be effective only upon membership ratification. Membership ratification shall require the affirmative vote of at least four-fifths (4/5) of the total number of voting members.
13.2. Inspection of Bylaws: The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.