Bylaws of The San Diego Writers and Editors Guild

ARTICLE I – Name and Legal Status

1.1 The name of this organization shall be The San Diego Writers and Editors Guild, located in San Diego, California.

1.2 The San Diego Writers and Editors Guild is a non-profit corporation.

1.3 The Guild endorses the Code of Ethics and Fair Practices of the American Society of Journalists and Authors.

ARTICLE II – Mission Statement

2. The Guild shall promote, support, and encourage the writing arts for adults and youth.

ARTICLE III – Membership Classifications

3.1 Membership shall be granted upon completion of a membership application and receipt of dues. The Board of Directors may terminate or deny membership to any person with a two-thirds (2/3) majority vote.

3.2 Membership classifications:

3.2 a. Regular Member: No requirement beyond paying the dues.

3.2 b. Student Member: A high school or college student at a discounted rate.

3.2 c. Dual Membership: Spouses. This classification will terminate as of the effective date of this Revision. Current Dual Memberships will convert to Regular Memberships effective 12/31/2019.

3.2 d. Life Member: A member who has purchased a Life Member status. In 2016 the Board of Directors terminated this classification; previous awardees will retain their status.

3.2 e. Honorary Member: A person who has been awarded this classification by the Board of Directors by adding stature to the San Diego Writers and Editors Guild. An honorary membership continues until terminated by the Board of Directors.

3.2 f. Complimentary Membership or Renewal: Granted by the Board of Directors to persons who provide service or services to the San Diego Writers and Editors Guild. Complimentary membership or renewal continues for a year, at which time the individual may choose to become a Regular Member.

ARTICLE IV – Membership Dues

4.1 Membership dues shall be as prescribed by the Board of Directors.

4.2 Dues cover twelve months from the end of the month in which the initial payment is made whether in person at a Guild meeting or event or online. Renewals are due twelve months thereafter.

4.3 Because dues will be collected for a twelve-month period, beginning with the date on which the dues are collected, there will no longer be an annual dues renewal period. Members’ renewals will become due twelve months after their last payment.

ARTICLE V – Membership – Rights and Privileges

5. All members shall have:

5 a. A subscription to the Guild newsletter.

5 b. A discount on workshops, seminars as prescribed by the Board of Directors.

5 c. A listing in the Guild Membership Directory which is distributed to all members. This directory shall be for members only.

5 d. Attendance at meetings at no charge.

5 e. Opportunity to participate in the manuscript review program, for which a fee is charged.

5 f. The privilege of displaying and selling their own work at all meetings.

5 g. Opportunity to submit works for the anthology.

5 h. Opportunity to take part in the monthly Marketing Support Group meetings.

5 i. Opportunity to have published works and speaking options included on the Members’ Works page of the Guild’s website.

5 j. Opportunity to have speaking, book signing, and other publicity events listed on the Guild’s Calendar.

ARTICLE VI – Meetings

6.1 A quorum to conduct business at a membership meeting shall consist of members present and at least six (6) board members.

6.2 There shall be a minimum of one (1) general meeting a year in October to elect Board Members.

6.3 General meetings of the Guild will be held as scheduled by the Board of Directors and shall consist of speakers, general business, and/or social activities. Guests will be charged an amount as prescribed by the Board of Directors.

ARTICLE VII – Board of Directors

Directors shall attend board meetings and participate in discussions that become a part of all decisions the board makes and assume responsibilities that may be assigned.

7.1 a) Eligibility. The Board of Directors is a body of Guild Members selected to administer Guild activities through attendance at Board meetings. Board members are chosen periodically through general elections. A candidate for Board position must be a member in good standing and participate in Guild events over a reasonable time period. The Board may limit the number of nominees on the ballot.

7.1 b) The Board of Directors shall consist of eleven voting directors. Five will be nominated and elected during alternate years at the Annual Meeting in October to serve a two (2)-year term. The eleventh voting director position will be filled by the Immediate Past President. Directors may succeed themselves.

7.2 The November board meeting shall be attended by the current (outgoing) board members and the new (incoming) board members.

7.3 The officers of the club shall be nominated and elected by the Directors at the November meeting to assume their duties on January 1st to serve for one year. Officers may succeed themselves.

7.4 The officers shall be

7.4 a. President

7.4 b. Vice President

7.4 c. Secretary

7.4 d. Treasurer

7.4 e. Membership Chairman

7.4 f. Immediate Past President

7.4 f. 1) If the current President continues in that position the next year, the current Immediate Past President may continue as well, if he or she chooses. If the Immediate Past President chooses not to continue, the President should follow the provisions of Section 7.5 to select a Director to ensure eleven voting Directors will serve throughout the year.

7.4 f. 2) If the current President’s term as Director ends, he or she will fill the Immediate Past President role, the eleventh Director.

7.4 f. 3) If the current President’s term as Director continues but he or she declines to continue serving, or is not re-elected as President, he or she will fill the Immediate Past President role and the provisions of Section 7.5 will be followed to select a Director to ensure eleven voting Directors will serve throughout the year.

7.4 g. The President, with the approval of the Board, will appoint from the five members-at-large to positions of Newsletter Editor, Official Greeter, Social Committees, Webmaster and Social Media Manager, and others as the need arises.

7.4 h. If none of the members-at-large or the Immediate Past President is willing to accept the above assignments, the President may seek volunteers from among the general membership to serve. Volunteers who agree to serve in place of members-at-large shall be invited to take part in all discussions at Board of Directors meetings, including the ability to make and second motions for conducting business, but will not have a vote.

7.5 In the event of a vacancy on the Board of Directors, the President, or acting President, shall appoint a member in good standing to fill the remainder of the term of the vacancy with the approval of the Board of Directors. The President, with approval of the Board of Directors, may elect not to fill a vacancy.

7.6 The Board of Directors has the authority to hire employees or to contract services for the Guild.

7.7 Removal. A Director of the Guild may be removed from that position by a 2/3 majority vote of the Board of Directors. The Director under consideration for removal shall abstain from that vote. Removal from the Board of Directors will not affect a person’s Guild Membership status. If a sitting Board of Directors member has their Guild Membership terminated pursuant to section 3.1, their seat on the Board of Directors is likewise terminated by that action.

ARTICLE VIII – Duties of the Board of Directors

Members of the Board of Directors should be familiar with the legal requirements for maintaining status as a non-profit organization.

8.1 President: The President a) shall preside at all meetings, be an ex officio member of all committees, direct the activities and officers of the Guild, and represent the Guild at all related functions or assign a responsible representative; b) is responsible for updating Guild Bylaws when required; c) shall be responsible for directing the procurement of the monthly program speakers.

8.1 a. A nominating committee shall be appointed by the President in July to nominate directors for the coming year; the nominating committee shall report no later than August 15th to name nominations for the required number of directors for the next calendar year. Nominations shall be listed in the September newsletter and be announced at the September membership meeting. Nominations shall be opened from the floor at the September membership meeting and Directors shall be elected at the October general membership meeting.

8.1 b. No less often than every five years, the President, with the approval of the Board of Directors, shall appoint the chairperson and a committee to serve as the Award Committee. Duties of the Award Committee shall be to compile names of persons suitable for the awards listed in Section 8.2 a and make recommendations to the Board of Directors of names of those to be honored.

8.2 Vice President: The Vice-President a) shall serve as chairman of the Publicity Committee; b) shall serve as chairman of the Manuscript Review Committee; c) shall assume the duties of the President, as assigned, or in the absence of the President.

8.2 a. The Vice President is responsible for presenting the following awards when directed by the Board of Directors:

8.2 a. 1) Rhoda Riddell Builders Awards, for those who do extraordinary things to build or expand the Guild.

8.2 a. 2) Special Achievements Awards, for those who have given service above and beyond regular service.

8.2 a. 3) The Odin Award, which may be awarded to persons who have been major stimulators of the writing arts of the San Diego community, or made excellent progress in writing as evidenced by their body of published work.

8.3 Secretary: The Secretary a) shall record the minutes of each board meeting, and distribute copies to all members of the board; b) maintain copies of all minutes and monthly treasurer reports on file; b) shall read and conduct the general correspondence of the Guild and is responsible for file copies of all such correspondence; c) shall retain the original hard copy of the Bylaws as a permanent record.

8.4 Treasurer: The Treasurer a) shall receive all monies of the Guild, deposit all funds in the designated bank, b) pay all bills authorized by the Board of Directors, c) sign all checks, d) give a written balance sheet reconciled with the bank statement to the Board of Directors on a monthly basis, and e) announce the balance to the Board of Directors.

8.4 a. The Treasurer shall file all required tax forms each calendar year. The Treasurer shall keep copies of all filed tax forms and provide a copy to the Secretary.

8.4 b. The Treasurer, or designee, shall accept new membership dues and guest fees each meeting.

8.5 Membership Chairman: The Membership Chairman, with assistance from the webmaster, a) accepts all applications for membership with appropriate notification from the Treasurer that the dues have been paid; b) records the person as a member in good standing; c) advises the Board of Directors at the next board meeting that the membership application has been received and filed; d) maintains the membership application forms up-to-date and provides application forms to the treasurer at each meeting.

8.5 a. The Membership Chairman, with assistance from the webmaster, maintains an up-to-date membership list, including an online version managed through a membership management application, deleting those individuals for nonpayment of dues at the end of the second month of delinquency. The Membership Chair, with assistance from the webmaster, will make a copy of the current membership list available to the newsletter editor, if requested, each month prior to the newsletter deadline.

8.5 b. The Membership Chairman shall send dues notices to all members who are not registered through the membership management system two months ahead of their expiration dates. A second reminder will be sent the month the renewal is due. After failure to respond to the second reminder, the member shall be terminated on the last day of the month after their membership ends.

8.5 c. This item has been deleted as no longer relevant.

8.5 d. The Membership Chairman with the assistance of the webmaster shall publish and mail a new Membership Directory in March for distribution to all members and to make available to members joining mid-year.

ARTICLE IX – Board Meetings

9.1 Monthly Board meetings will be held at a time and place prescribed by the Board of Directors each month. A quorum to conduct business at a board meeting shall consist of six (6) members of the Board of Directors. Robert’s Rules of Order, Newly Revised shall govern the proceedings of this organization.

9.2 Special board meetings may be called by the President, or with a consensus of three board members who make a special effort to advise all other board members. Special board meetings shall be kept to an absolute minimum.

9.3 Attendance at board meetings is open to all members in good standing, although they have privilege of the floor only with the approval of the Board of Directors.

ARTICLE X – Committees

All committees will be chaired by a member in good standing appointed by the President and approved by the Board of Directors. The members of each committee will normally be recruited from the Guild members. A person who is not a Guild member may serve on a committee if approved by the Board of Directors.

ARTICLE XI – Dissolution

In the event of dissolution of the Guild, all monies in the treasury at the time shall be turned over to a School of Journalism, or be made into a scholarship fund. The selection of said school shall be made at the time of dissolution.

ARTICLE XII – Amendments

Amendments to the bylaws must be approved by a two-thirds (2/3) vote of the Board of Directors.

12.1 Amendments to these bylaws were accepted by a two-thirds (2/3) vote and incorporated into the minutes on March 4, 1982; September 13, 1993; September 28, 1993; September 8, 1997; March 12, 2001; February 9, 2004; September 13, 2010; January 10, 2012; January 9, 2013; August 9, 2016; June 20, 2017; July 11, 2017; and May 14, 2019.

12.2 The original hard copy of these bylaws shall be retained as a permanent record by the Secretary.

12.3 These bylaws shall be published annually in the membership directory for all members of the SDWEG.

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Mardie Schroeder, President                          Date

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Laurie Asher, Secretary                                Date