BY-LAWS OF BAYOU WRITERS’ GROUP, INC.
(Updated and approved by membership in March 2012)
ARTICLE I – NAME AND LOCATION
This organization is formed under the non-profit laws of the State of Louisiana and is known as the BAYOU WRITERS’ GROUP, INC., at times referred to herein as BAYOU WRITERS’ GROUP, and is located in Lake Charles, Louisiana.
ARTICLE II – PURPOSE
The corporation is organized and shall be operated exclusively for literary purposes, more specifically, to provide support, encouragement, and education to its members in the development of their artistic and technical literary skills, to stimulate interest in and an appreciation for the art of writing, to encourage cooperation and free engagement among writers and others engaged in literary endeavors, to disseminate information concerning developments and activities in the field of writing, to generally carry on any other affairs in connection with the foregoing, to exercise any right or privileges incident to or reasonably necessary or convenient to accomplish the purposes of this association, to exercise the general powers of non-profit corporations, and for any lawful activity for which corporations may be formed under the Louisiana Nonprofit Corporation Law.
ARTICLE III – MEMBERSHIP
Section 1. Membership is open to all interested in the art of writing. All members in good standing, those whose dues are paid, are eligible to vote and hold office.
Section 2. Membership shall be obtained after completion of a membership card, and payment of fees. No person shall be denied membership because of race, color, sex, age, religion, sexual orientation, gender, creed, or national origin. Failure to maintain financial obligations to BAYOU WRITERS’ GROUP shall result in the loss of good standing privileges and membership. All members shall be eligible for the BAYOU WRITERS’GROUP official publications, attendance at and participation in all meetings and conferences and such other rights, privileges and benefits they may be provided from time to time by the consensus of the membership.
Section 3. Any visitor is afforded two free monthly meetings, which do not have to be consecutive months, before being asked to join by paying dues. Any new member, someone who has not been a previous member, may qualify for reduced rates according to the schedule below:
If persons join in the months January through May – $20.00
If persons join in the months June through December – $10.00
Section 4. All members shall pay required annual dues of $20.00 each January to retain membership status.
ARTICLE IV – OFFICERS AND DUTIES
Section 1. (a) The officers of the organization shall be: (1) President, (2) Vice President, (3) Secretary, (4) Treasurer, (5) Historian, (6) Publicist, (7) Editor of the Bayou Writers’ Group newsletter, and (8) Member-At-Large.
(b) Officers shall be elected in the following way:
(1) A Nominating Committee shall be appointed by the President after consultation with the Board.
(2) The Nominating Committee only after consulting members interested in running for an office, shall present a slate of candidates at the September meeting.
(3) The ballots shall be presented to the membership during the October meeting.
(4) Election of Officers for the coming year shall take place at the November meeting.
(5) Installation of Officers shall be held at the beginning of the January meeting.
Section 2. Any responsibility or activity not specified in subsections (a) through (h) below shall be presented to the membership at an official meeting.
(a) PRESIDENT: The President shall serve as the Chief Executive Officer of the organization, shall serve as spokesperson under the direction of the membership, call and preside over any meetings of the membership/officers or directors of the members or directors, serve as ex-officio member of all committees, execute corporation business as directed by the membership and established policy, and assist in the coordination of any corporate activities. He/She shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. In the event of a tie vote by the membership, membership, the President shall cast the deciding vote, except for the position of President if a tie is voted. This event will result in an additional vote. The President shall also appoint any needed additional chairperson. The President in consultation with the Board shall appoint a Conference Chairperson who shall plan and direct the seminars and conferences sponsored by the GROUP.
(b) VICE PRESIDENT: In the absence or incapacity of the President as outlined Above the Vice President shall assume the duties of President. The Vice President shall act as Program Chairperson for the regular meetings.
(c) SECRETARY: The Secretary shall give notice of all meetings of the corporation and of the Board. The Secretary shall attend all meetings of the Board and all meetings of the members, shall be responsible for the recording and preserving of minutes of all meetings in an accurate and clear manner, and record all votes and the minutes of all proceedings in a file to be kept for that purpose; the Secretary shall perform such other duties as may be prescribed by the Board under whose supervision he shall be. The Secretary shall be sworn to the faithful discharge of his duties.
(d) TREASURER: The Treasurer shall have charge of all funds of the corporation and of their disbursement under the direction of the Board. The Treasurer shall keep a record of all moneys received and paid out, and make a report of same to the Board. All checks drafts, and notes of the corporation must be signed by the Treasurer.
(e) PUBLICIST: The Publicist shall be responsible for gathering and publicizing material relating to upcoming events such as meetings, conferences, and other items of interest directly relating to the support and aims of the membership.
(f) EDITOR: The Editor shall be responsible for publishing a periodical news-letter to be distributed to the general membership.
(g) HISTORIAN: The Historian shall collect and preserve documents relating to the history of the organization and maintain such documents in official archives and shall make such narrative reports to the membership as the Board directs.
(h) MEMBER-AT-LARGE: The Member-At-Large represents the interests and concerns of the general membership and receives all officer benefits. Members- At-Large may be asked to help other officers in his/her duties.
Section 3. All officers shall be elected for a term of one year with a term limit of two years. After a term limit of two years in a single position, members are allowed to run for a separate office. Officers may serve in the original capacity again after a 2-year hiatus. All officers shall serve without compensation.
Section 4. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of the majority of the Board present at any meeting. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by an affirmative vote of a majority of the Board.
Section 6. In the case of the absence of any officer of the corporation other than the President or for any other reason as the Board may deem sufficient, the Board may delegate any officer provided the majority of the Board concurs.
ARTICLE V – BOARD OF OFFICERS
Section 1. The Board of Officers, also known as the Board, shall be composed of current officers, Conference Director, if different than the President, and any past Presidents who are members in good standing.
Section 2. The Board shall be charged with the management of all affairs of the corporation, subject to the provisions of its articles of incorporation and by-laws.
Section 3. For the purpose of transacting the business of this corporation during the intervals between the meetings of the Board, the President, Vice President, Secretary, and Treasurer shall constitute the Executive Committee, with full authority to act.
Section 4. Regular meetings of the Board shall be held. Special meetings of the Board may be called by the President or Vice President on three days’ notice.
Section 5. Any four officers listed in Section 1 shall constitute a quorum of the Board.
Section 6. In addition to the powers and authorities by these by-laws expressly conferred upon it, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised by the President.
Section 7. The corporation shall indemnify and hold harmless each director and officer now or hereafter serving the corporation for activites legally performed in good faith in performance of his/her duties.
ARTICLE VI – AMENDMENTS
These by-laws may be amended by an affirmative vote or written consent of a majority of the members at any regular or special meeting of the membership called for that purpose, the notice of which sets forth the purposed action or a summary of the changes made.
I certify that the foregoing By-Laws were unanimously adopted by the membership of BAYOU WRITERS’ GROUP and the Board of the corporation at the meeting held on the ______ day of ______, 201__ .
STATE OF LOUISIANA
PARISH OF CALCASIEU
Before me, the undersigned authority, personally came and appeared ________________ and ________________________ to me personally known to be the person whose name is subscribed to the foregoing instrument as an attesting witness, who being by me first duly sworn declared that he/she subscribed his/her name to the foregoing instrument as a witness, and that he/she knows ____________________, named in said instrument to be the identical person described therein and who executed the same, and he/she saw him/her sign the same as his/her voluntary act and deed and that he/she subscribed his/her name to the same at the same time as an attesting witness.
SWORN TO AND SUBSCRIBED before me this ______ day of _____, 201__ at
Lake Charles, Louisiana.