Articles: I : II : III : IV : V : VI : VII : VIII : IX : X : XI : XII : XIII : XIV

San Antonio Writers Guild Bylaws

ARTICLE I: OFFICES

1.01 The principal office of the SAN ANTONIO WRITERS GUILD, INC., in the State of Texas shall be located in the City of San Antonio, County of Bexar. The original principal office is 19116 Trailview, San Antonio, Texas 78258.

1.02 The corporation shall have and continuously maintain a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The address of the registered office may be changed from time to time by the Board of Directors and proper notice given the Secretary of the State of Texas.

ARTICLE II: OBJECTIVES

2.01 The objectives of the corporation are: (1) to act as a forum offering information and guidance to persons concerned with writing, critique, editing, publication, and marketing, (2) to correlate the talents and knowledge of amateur and professional writers in the San Antonio, Texas, area; and (3) for the benefit of the membership, to create and maintain a series of workshops in various fields of writing.

ARTICLE III: MEMBERS

3.01 There shall be one class of active membership, each member of which shall have full voting rights.

3.02 Any person engaged in or interested in any phase of writing may become an active member by paying dues, as specified in paragraph 13.02 herein.

3.03 Honorary membership may be conferred on an individual by a majority vote of the Membership at a regular meeting. Honorary members shall have the privilege of attending meetings and of speaking at meetings, but may not make motions or vote on matters before the Membership.

3.04 Membership shall not be denied to anyone on the basis of race, color, national origin, creed, gender, handicapping condition, or age.

3.05 To officially represent the corporation at any outside conference, rally, or meeting, a member must have been appointed by the Board of Directors or the President to do so and must be willing to make a report to the Membership at the first regular meeting following the outside event.

ARTICLE IV: BOARD OF DIRECTORS

4.01 The affairs of the corporation shall be managed by its Board of Directors.

4.02 The Directors shall be the elected Officers of the corporation, the leader of each workshop, and appointed members performing specific functions, as defined in Article VII. The immediate past President of the corporation shall also be a Director. Any director performing more than one director position shall have only one vote and shall be counted only once when deciding on a quorum count. There shall be no proxy votes.

4.03 A quorum for the transaction of business at any meeting of the Board shall consist of at least six members of the Board of Directors, including at least two elected Officers of the corporation.

4.04 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

4.05 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by a majority of the current Board of Directors.

4.06 Any Board member absent from three consecutive Board meetings during any fiscal year (June 1 - May 31), without reasonable cause or without prior notice, may be terminated from board membership, by a vote of the Board of Directors. A Board member may be removed from service for cause by a two-thirds vote of the Board of Directors.

ARTICLE V: OFFICERS

5.01 The elected Officers of the corporation shall be a President, Vice-President, Treasurer, and Secretary. An individual may hold any two or more of these offices, except the same person may not hold the offices of President and Secretary.

5.02 The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business affairs of the corporation. The President shall call for and preside over all meetings of the Board of Directors and of the Membership. The President shall appoint members to chair all committees, and may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any contracts, agreements or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation, and, in general, the President shall perform all duties normally incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

5.03 In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In the absence of both the President and Vice-President, a Past President shall perform the duties of the President and shall have all the powers of and be subject to all the restrictions upon the President.

5.04 The Treasurer shall accept monies due the corporation and keep a record of receipts and expenditures. Disbursement of funds will be by check signed by one of the following officers: Treasurer, President, or Vice-President. A report of the condition of the Treasury will be made at each regular Membership meeting.

5.05 The Secretary shall keep the minutes of the meetings of the Membership and of the Board of Directors in one or more books maintained for that purpose, give all notices in accordance with the provisions of these bylaws or as required by law or as instructed by the President, be custodian of the corporate records, keep a register of the names, post office addresses and telephone numbers of all members, and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or Board of Directors.

5.06 In the absence of the Treasurer or the Secretary, any Board Member, as appropriate, shall perform the duties of the Treasurer or the Secretary. Additionally, any Board Member shall perform such duties as shall be assigned by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

ARTICLE VI: WORKSHOPS

6.01 Workshops representing the various writing interests of the membership shall be established by the Board of Directors, with the approval of the membership. Only active members may participate in these workshops, which primarily function as critique groups for evaluating work written by members. Guests may attend workshops, but may not participate.

6.02 Each established workshop shall elect a leader or co-leaders to conduct the proceedings at each meeting. In the event of co-leadership, only one shall be designated as a director to attend and vote at Board of Directors meetings.

6.03 Established Workshops will normally meet after the business meeting at each monthly membership meeting. Any Workshop may meet at other times in addition to the monthly meeting if initiated and approved by the members of the particular workshop. Such action must be reported to the President and the Board of Directors by the Workshop Leader.

ARTICLE VII: APPOINTMENTS

7.01 All additional Directors (other than elected Officers and Workshop Leaders) shall be appointed by the Board of Directors. Each appointed Director position shall be approved by vote of the general membership and included in these Bylaws. Appointed Directors shall have no term of office nor any limitation on length of service. Appointed Directors will be required to perform specific functions, and may be required to chair committees. Any appointed Director may form and appoint a committee to assist with the functions of a particular position. Such actions shall be reported to the President. The President may appoint any member of the Guild to form and chair a committee for a special purpose or to perform a special function, but such appointed member will not become a member of the Board of Directors unless such position is defined in Article VII of these Bylaws.

7.02 The Parliamentarian shall be responsible for keeping Board meetings and business meetings in a state of order, in accordance with Robert's Rules of Order. In addition, the Parliamentarian shall maintain a calendar of important events (elections, annual events, fiscal events, etc.) and shall be responsible for giving ample notice to the President that an important event is approaching. The Parliamentarian shall also be responsible for ascertaining the currency of these Bylaws, and may appoint a committee to assist with formulation of recommended changes.

7.03 The Historian shall be responsible for maintaining an accurate record of significant events of the San Antonio Writers Guild. Such events may include a list of current and former members of the Board of Directors, conferences, contests, awards (individual and group), and other information about its members.

7.04 The Public Relations Director shall be responsible for preparing and issuing releases to news media concerning activities of the corporation.

7.05 The Program Director shall be responsible for arranging guest speakers and/or programs of interest to the membership to be presented periodically at monthly meetings. The Program Director shall coordinate all program arrangements with the President.

7.06 The Membership Director shall maintain a current roster of members in good standing and shall periodically provide the roster to the Secretary for inclusion in the corporate records. The Membership Director is also responsible for promoting and encouraging membership in the organization, and initiating membership campaigns. The Membership Director shall coordinate with the Treasurer to verify the payment of annual membership dues.

7.07 The Publications Director shall be responsible for the production and distribution of essential organizational publications on a timely basis. This includes, but is not limited to, the monthly newsletter, membership directory and promotional brochures. The Publications Director shall chair any committee which may be formed to assist in executing this function. 7.08 The Hospitality Director shall be responsible for greeting new or prospective members of the organization, for registration and refreshments at monthly membership meetings, and for other duties as assigned by the President. The Hospitality Director may appoint a committee to assist with these duties.

ARTICLE VIII: ELECTION PROCESS

8.01 A Nominating Committee consisting of one member of each Workshop, selected by the Workshop participants no later than the March meeting, shall be charged with responsibility for nominating persons for each Office listed in these bylaws or otherwise authorized. Names of nominees shall be provided the Secretary in time to be furnished to the Membership at the April meeting.

8.02 Election of Officers will be by simple majority vote of the members present at the May Membership meeting and forming a quorum. In addition to the slate of officers submitted by the Nominating Committee, any member may make nominations from the floor. The presiding officer shall appoint a three person ballot-counting panel and shall designate the chairman. In the event of a tie, voting will continue until all Offices have been filled by a majority vote.

8.03 Officers shall be installed in May, following the election, and shall serve for one year or until their successors have been elected and have accepted office.

8.04 Workshop leaders may be changed by workshop membership vote at any time, but will be elected/confirmed during the May meeting following the general election and installation of officers and shall be reported to the incoming President and to the Publications Director. Workshops may operate with multiple leaders; however, only one may be designated as Director and serve on the Board.

8.05 Any vacancy occurring in the Board of Directors prior to the completion of a term of office shall be filled by appointment by the Board of Directors.

ARTICLE IX: MEETINGS AND CONFERENCES

9.01 Membership meetings shall be held each month at a place designated by the President, unless otherwise ordered by the President or the Board of Directors. Said monthly meetings will consist of a business session as well as a presentation of general interest to Guild members; these presentations may include but are not limited to special programs/speakers, readings by members representing individual Workshops, and informational question and answer sessions. At the conclusion of each such meeting, the evening program will normally continue with meetings of Workshops.

9.02 Special meetings, seminars, and programs may be held. Notice of time, place, and where appropriate, purposes of such meetings shall be given in such manner as the president considers appropriate. Notice is not required for meetings of the Board of Directors and of the members held on a regular basis.

9.03 A quorum for the transaction of business at any Membership meeting shall be fifteen (15) percent of the membership of the corporation.

9.04 The act of a majority of the members present at a meeting at which a quorum is present shall constitute an act of the Membership.

9.05 Written notice of regular meetings of the Membership is not required. 9.06 Proxy voting is not permitted at Membership meetings.

9.07 Order of Business for all meetings of the Membership, Board of Directors, and Committees will be in accordance with Robert's Rules of Order.

ARTICLE X: CONFERENCES AND COMPETITIONS

10.01 Through a recommendation of the Board of Directors or majority vote of the general membership, the Guild may organize and sponsor conferences or workshops separate from regular monthly meetings. Such workshops may be open to the writing public at large or restricted to Guild membership. Further, a fee separate from regular membership dues may be assessed for participation in such meetings.

10.02 Through a recommendation by the Board of Directors or majority vote of the general membership, the Guild may ordain competitions open to the membership or the writing public at large. Judges for such competitions will be recruited by a committee appointed by the President.

ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

11.01 The Board of Directors may authorize any officer or officers, or agents of the corporation, 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 specific instances.

11.02 All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.

11.03 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors may select.

11.04 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

ARTICLE XII: BOOKS AND RECORDS

12.01 The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of the Membership and the Board of Directors and Committees, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any active member or his attorney for any proper purpose at any reasonable time.

ARTICLE XIII: FISCAL AFFAIRS

13.01 The fiscal year of the corporation shall begin on the first day of June and end on the last day of May of each year.

13.02 Annual dues may be determined by a majority vote of the members at any regular meeting of the Guild in which a quorum is present. Dues will be payable in advance and on the anniversary of the month of joining the Guild, or as otherwise determined by the membership.

ARTICLE XIV: AMENDMENT OF BYLAWS

14.01 These bylaws may be amended or repealed and new bylaws may be adopted by a two-thirds majority of the members present at a Membership meeting at which a quorum is present, provided at least ten days notice of an intention to amend or repeal these bylaws is given the Membership.