Article I: Description
1. Purpose. The Guild promotes, encourages, and supports writing and fosters a supportive, caring environment for writers in the Chattanooga community.
2. The Guild does not take sides in religious, political or social issues, but supports all members in their constitutional rights of free speech. The Guild does not necessarily endorse the opinions of members or speakers at Guild events or in its publications.
3. Activities. Activities include but are not limited to readings by authors, writing contests, a newsletter, and writing workshops.
4. Nonprofit Educational Corporation. The Guild is organized under the laws of the State of Tennessee as a nonprofit corporation and will seek tax exempt status under § 501 (c) (3) of the United States Revenue Code (§ 501 (c) (3))
*No earnings or other revenue of the corporation shall inure to the benefit of or be distributed to members, directors, or officers of the Guild or to other persons without prior authorization by the board of directors. Such authorization may be given only for reasonable compensation for services or for property that further Guild’s purpose. (See § 1 of this article.)
*Upon dissolution, the directors shall distribute all assets of the Guild to public or private organizations that share the Guild’s purpose and enjoy § 501 (c) (3). tax-exempt status.
*The Guild shall always abide by § 501 (c) (3).
Article II: Members
1. Membership: Eligibility to Vote. Membership shall be open to anyone who agrees to abide by these bylaws and is conditioned only upon payment of dues. Only members whose dues are current may vote. Prospective members shall apply on a form prescribed by the directors and shall become members upon acceptance by the directors. Members shall notify the secretary of any change of address.
- Annual Meeting: Nominations and Election. Members shall meet on each second Tuesday of September, at a time and place chosen by the directors, to review reports from the directors and officers, elect directors and officers, set dues, and such other business as may be set out in the notice, including the amendment of the charter or bylaws. Nevertheless, the directors may call the annual meeting for another day that is no earlier than August 15 nor later than September 15. The directors may recommend one or more members for each office and seat on the board of directors, but such recommendation, nor any other nomination, shall not be required for election. If the directors fail to call an annual meeting before August 15 of any year, the president or any three members may call the meeting. Elections shall be by plurality.
- Special Meetings. Special meetings may be called by the president, the directors, or any three members and shall be for the purpose of removing directors or officers and electing new directors or officers in their stead or for amending the charter or bylaws.
- Notice. All members’ meetings require written notice that shall be at least thirty days but not more than sixty days sent by mail or email specifying the time and place of the meeting and the exact business to be conducted.
- Proxy Voting. Voting may be in person or by proxy. Proxies may be performed using any technology deemed efficient by the directors which reasonably guarantees one vote for each member.
3. Other Business. Any issue deemed appropriate by the moderator may be discussed, but only action adequately warned and duly acted upon shall be binding.
4. Quorum and Eligibility. All action by the membership shall require a vote of thirty percent of those members current with their dues.
Article III: Directors
1. Board of Directors.
The business of the Guild not reserved to the members shall be conducted by a board of directors consisting of all the officers and an additional three to eight members elected by the membership. All officers shall serve one-year terms but may not serve more than three years in the same office. Directors elected by the membership shall serve two-year terms. The directors may fill vacancies of officers and vacancies on the board. The directors may also elect additional directors provided the number of directors exclusive of officers never exceeds eight. Appointments and elections to the board by the board of directors shall expire at the next annual or special meeting of the membership.
2. Directors’ Meetings.
- Notice. Meetings may be called by the president or by a majority of directors. Notices shall be mailed or emailed at least ten days prior to the meeting and shall state the time and place of the meeting. It is encouraged that the notice contain an agenda, but business not on the agenda may be acted upon.
- Quorum. A majority of directors shall constitute a quorum, and a majority of directors present shall be sufficient for action even if by fewer than a majority of the directors serving.
- Action without Meeting. Directors may act without meeting by written unanimous consent.
- Waiver of Notice. A director may waive notice by filing a written waiver with the secretary. Also, attendance at a meeting shall constitute waiver of notice unless the director objects on the record about lack of notice.
- Place of Meetings. All meetings shall be within a fifty mile radius of the main post office of Chattanooga, but by unanimous consent, directors may meet elsewhere.
- Meetings Open to Members. Directors’ meetings shall be open to members.
- Void Acts. Any attempted action by a director or group of directors that is not in accord with this Section 2 shall be null and void.
- Advisory Boards and Committees. The Directors may appoint one or more members to one or more advisory boards and committees for the purpose of advising the directors or conducting Guild activities under the direction of the directors.
Article IV: Officers
1. Number, Qualification, and Term of Office. The officers must be members and shall be a president, a vice-president, secretary, and treasurer. Terms shall be for one year, and officers may not hold the same office for more than three consecutive years. Officers shall take office immediately upon election. Any officer save the president may serve more than one office. Officers shall serve until they resign, are removed by the members, or until their successors are elected.
2. President. The president shall: preside over all meetings of the Guild; perform such duties as might be assigned by the directors; and serve under the direction of the directors. In the absence of a contrary directive from the directors, the president shall sign all documents to which the Guild is a party as agent for the Guild (except checks, which may be signed by the treasurer).
3. Vice President. The vice president shall, in the absence of the president, preside over meetings and succeed to the office of president should that office become vacant.
4. Secretary. The secretary shall: take or cause to be taken minutes of all meetings; notify members and directors of all meetings as directed by the directors, president, or members, as the case may be; keep complete minutes and records of all notices; keep the names and addresses of all members; and make all records available for inspection by directors, officers, or members at reasonable times and places.
5. Treasurer. The treasurer, under the directions of the board of directors, shall: keep all funds of the corporation on deposit in banks, credit unions, or similar institutions; pay all obligations of the Guild; and account to the directors and members for all receipts and expenditures in a format prescribed by the directors.
Article V: General Provisions
1. Seal. The seal of the corporation shall be a round embossed seal with the following legend: “Chattanooga Writers’ Guild, Inc., Tennessee, 2002.
2. Fiscal Year. The Guild’s fiscal year shall end on July 31.
3. Revenue. Dues shall be assessed by the membership. The directors shall set dues, schedules, and mean of collecting dues, as necessary to best suit the needs of the Guild. All changes to dues must honor existing memberships. The directors shall have the discretion to waive dues on an ad hoc basis and may be set at different levels for differing classes of members, including students, senior members, and honorary members. The directors may approve other revenue.
4. No member shall be personally obligated for the Guild’s debts. Likewise, the Guild shall not be liable for debts or obligations incurred by any member when acting without the approval of the Board.
5. Removal of Directors and Officers. Directors and offices may be removed with or without cause by the members at a special meeting called for that purpose.
6. Admission to Activities. Admission to Guild activities shall be upon such terms as the board of directors shall prescribe.
Article VI: Amendment
The members may amend these bylaws at a duly warned meeting. The warning shall set out the exact wording of the proposed amendment, which shall not be subject to amendment from the floor.
Amended by vote of the membership, September 8, 2020.