BYLAWS OF STORYMAKERS AUTHOR GUILD A Utah Tax Exempt Corporation
ARTICLE I – THE CORPORATION
- 1.1 Name. The name of this corporation is Storymakers Author Guild (“Guild”).
- 1.2 Offices. The Guild may have, in addition to its registered office, offices at such places, both within and outside the State of Utah, as the board of directors (“Board”) may from time to time determine or as the activities of the Guild may require.
- 1.3 Parliamentary Authority. The current edition of Robert’s Rules of Order or such other parlia- mentary rules as the Board may designate from time to time shall be the final source of authority on all questions of parliamentary procedures when the Guild’s Articles of Incorporation (“Articles”) or these bylaws (“Bylaws”) are silent on the issue at hand.
ARTICLE II – PURPOSE AND POWERS
- 2.1 Purpose. The purpose of the Guild is to teach, encourage, and support Latter-day Saint authors and the world-wide writing community and to engage in any other activity not otherwise prohibited to it by law or regulation. These activities shall be carried out to the extent and in such manner that they further chamber of commerce purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended or superseded from time to time.
- 2.2 Powers. The Guild is a nonprofit corporation and shall have all the powers, duties, authorizations and responsibilities as provided in the Utah Revised Nonprofit Corporation Act (“Act”); provided, however, the Guild shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE III – MEMBERS
- 3.1 Classes. There shall be one class of member: individual.
- 3.2 Eligibility. Membership is available to any individual who meets the following criteria:
- 3.2.1 Are a member in good standing of the Church of Jesus Christ of Latter-day Saints;
- 3.2.2 Support the Organization’s mission and purposes;
- 3.2.3 Pay annual dues set by the Board;
- 3.2.4 Do not own and are not employed by a publishing company and have not owned or been employed by a publishing company for the last twelve months at the time of the application for membership;
3.2.5 Are not involved in manuscript approval for a publishing company; and 3.2.6 Fall into one of the following categories.
126.96.36.199 Traditionally Published Author. For purposes of membership, a traditional author is one whose work has been published by a traditional publisher. A traditional publisher is one that bears all costs of printing and publication and publishes at least three books a year. A traditional publisher provides cover and design work and printing and distribution of the book for profit. To publish with a traditional publisher, an author must go through an official submission process including an acceptance/rejection process and an editorial process.
188.8.131.52 Independently Published Author. For purposes of membership, an independently pub- lished author is one whose qualifying work has been professionally edited; published either in print, as an ebook, or in an audio format; and the sales of the book have resulted in $250 in net profits.
184.108.40.206 Agented or Under Contract. For purposes of membership, an individual who is agented or under contract has a signed contract with a traditional publisher to publish at least one of the member’s titles and/or has a contract of representation from a literary agent who is working with the individual on at least one full and completed manuscript.
220.127.116.11 Meets other standards determined by the Board of Directors.
“Book” as used in Paragraphs 18.104.22.168 – 22.214.171.124 means: fifty thousand words for an adult book and twenty thousand words for a children’s book. Picture books will be considered on a case by case basis.
3.3 Application. The Board or a committee designated by the Board shall establish a membership appli- cation process easily accessible to any interested person. A description of the current process and a copy of the current application as updated from time to time shall be attached as Schedule “B.”
3.4 Voting Privileges. Each member is entitled to one vote on any matter as required in these Bylaws or any matter submitted to the membership by the Board.
3.5 Membership Dues. The Board or a committee designated by the Board shall establish annual dues, dues deadline, and how dues may be collected.
3.6 Termination of Membership. Upon a two-thirds (2/3) vote of the Board at any Board meeting where there is a quorum, the Board has the authority to terminate any Guild membership if a mem- ber fails to pay annual dues, becomes a publisher or an employee of a publisher, if his or her mem- bership is withdrawn from the Church of Jesus Christ of Latter-day Saints, or makes defamatory or derogatory remarks about the Church of Jesus Christ of Latter-day Saints.
3.7 Resignation of Membership. Any member may resign by providing the Board a written letter of resignation. A resigning member shall not be relieved of the obligation to pay any dues or other charges accrued and unpaid at the time of resignation.
ARTICLE IV – BOARD OF DIRECTORS
4.1 Board of Directors. The Guild will be governed by, and management of the Guild vested in, a board of directors consisting of at least four (4) members and as many as eleven (11) voting members.
Four board members shall make up the executive committee as described in Paragraphs 4.2 and 5.1 below. The Board may elect to increase the number of directors and may appoint a new director or directors to a newly created board seat by a two-thirds vote of the Board as then constituted.
4.1.1 Board Selection. Subject to Paragraph 4.4 below, the Board or a committee authorized by the Board shall design the process for nominating and selecting directors. A description of this process shall be made easily accessible to members of the Guild.
4.2 Board Composition. The Board consists of the Executive Officers (Chair, Chair-Elect, Treasurer, and Secretary), Communications Chair, Membership Chair, Whitney Award Chair, Conference Chair, and up to two (2) Directors-at-Large. A description of the powers and duties of the Executive Officers is provided in Article V below. The powers and duties of the remaining Directors are as follows:
4.2.1 Communications Chair. The Communications Chair is responsible for overseeing and co- ordinating Guild communications across all platforms including websites, newsletters, blogs, social networking, and interactions with the press. Board selects Chair from volunteers, then presented to membership for a vote. If membership does not vote in their favor a new volunteer will need to be selected. The Board selects the Chair from those who volunteer then presents their selection to the membership for a vote. If membership does not vote in that selection then a new volunteer will need to be selected and the process repeated.
4.2.2 Membership Chair. This Chair is responsible for overseeing membership applications; verifying an applicant’s eligibility; approving applications; maintaining a current list of members; ensuring members have access to Guild listservs, social media groups, and other Guild resources; removing members from Guild listservs, social media groups, and other Guild resources as warranted; answer questions about membership; and verifying payment of membership dues. The Board selects the Chair from those who volunteer then presents their selection to the membership for a vote. If membership does not vote in that selection then a new volunteer will need to be selected and the process repeated.
4.2.3 Whitney Award Chair. The Whitney Award Chair is responsible for coordinating all aspects of The Whitney Awards including developing and overseeing a nomination, selection, and awarding process. Said criteria must be submitted to the Board for approval and provided to any member who submits a written request to the Whitney Award Chair. The Whitney Award Chair may and is encouraged to organize a committee to assist him or her with Whitney Award related tasks. The Whitney Award Chair and members of his or her committee are ineligible to receive the award while serving as the Whitney Award Chair or on the award committee. If the Board participates in the adjustment of the Whitney Award criteria or adjusts the Whitney Award Committee, its members become ineligible to win during that award year.
4.2.4 Conference Chair. The Conference Chair is responsible for planning and coordinating all aspects of the annual Guild conference. The Chair may and is encouraged to organize a conference committee to assist the Chair in his or her duties. The Conference Chair position may be held by two to three co-chairs but for voting purposes is allotted one vote.
4.2.5 Director-at-Large. Directors-at-Large are responsible for bringing any ideas or concerns from the general membership to the Board and serving as a direct liaison between the board and membership. This position is elected by the membership.
4.3 Director Compensation. Directors, other than the Treasurer, Conference Chair, and Whitney Chair, shall not receive any monetary compensation for their services but, by resolution of the Board, Directors may be reimbursed for some costs incurred to attend and participate in regular or special Board meetings. The Treasurer, Conference Chair, and/or Whitney Chair may be compensated for the service they provide the Guild at a rate set by the Board but not exceeding current market rates. No Board member may vote on compensation directly affecting their position. Nothing herein shall be construed to preclude any Director from serving the Guild in some other capacity for which he or she receives compensation.
4.4 Director’s Term of Office. The Chair, Chair-Elect, Whitney Chair, and Conference Chair director positions are limited to a one (1) year term but may be extended for two (2) years with unanimous Board approval. Unless specified otherwise in these Bylaws, all other directors shall serve a two-year term with the option to renew up to three times or until a successor is elected or appointed. A director may renew for more than three consecutive terms if approved by the Board. Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of his/her term shall be filled by a Guild member (or non-Guild member if the position will allow) as chosen by a majority vote of the Board. A director elected to fill a vacancy shall be elected or appointed to serve for his/her predecessor’s unexpired term. However, if the predecessor’s unexpired term is three months or less the newly elected director may serve the following term as well.
4.5 Resignation and Removal of Director. Any Director may resign by submitting a brief letter stating the fact of his or her resignation, which resignation shall be effective immediately or as agreed upon by the Board. The Board may remove any Director with or without cause by two-thirds (2/3) vote of all Directors then in office at any regular or special meeting of the Board, provided that a statement of the reason or reasons shall be provided to the Director proposed for removal at least thirty days before any final action is taken by the Board. This statement shall also be provided to each Director and be accompanied by a notice of the time when, and the place where, the Board is to act on the removal. The Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice.
4.6 Manner of Acting. A quorum of the Board is necessary to conduct business. A quorum consists of two-third (2/3) of the Directors holding office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the quorum is the act of the Board unless these Bylaws require an affirmative vote by a greater number of Directors then a quorum.
4.7 Voting. Each Director is granted one vote. A vote may be case in person, via telephone, email, text, skype, video conferencing, or other selected form of technology. A Director may appoint a proxy to vote by signing an appointment form. The Board will accept the proxy’s vote or other actions as the vote or action of the Director appointing the proxy. In the event of a deadlock, the Chair of the board will make the deciding vote.
4.8 Board Meetings. The Board shall meet at least or at a minimum ten (10) times during the calendar year but are encouraged to meet twelve times a year.
4.8.1 Annual Board Meeting. One of the ten (10) required meetings shall be designated as the annual meeting for purposes of organization, review of the budget, review of the vision, and any other transaction of business.
4.8.2 General Membership Meeting. An annual membership meeting shall be held each year. The general meeting may be in lieu of a board meeting and may include but is not limited to a general election and a review of the activities of the Storymakers Author Guild.
4.8.3 Availability of Minutes. The Secretary will make the agenda and minutes available to the Board and also provide a summary to the general membership, available by newsletter and posted in the Facebook group.
4.9 Special Board Meetings. Upon the written request of at least three (3) Directors or five (5) members submitted to the secretary, the Board Chair shall call a special meeting of the Board.
4.10 Notice of Meetings. The Chair or the Secretary at the Chair’s direction shall give notice of meetings by any means of electronic communication, mail, or hand delivery at least four weeks prior to any meeting. For special meetings the Board shall be given 48 hours’ notice. Presence of any Director at a duly called meeting of the Board waives notice of that meeting as to that Director.
4.11 Telephonic/Virtual Meetings. The Board may conduct any meeting by telephone or video conferencing system pursuant to notice as provided.
4.12 Action without Board Meeting. Any action required or permitted to be taken at a Board meet- ing may be taken without a meeting if, before or after the action, a written consent thereto is signed by all Directors.
4.13 Power to Make Bylaws. The Board of Directors shall have the power to make and alter any bylaw or bylaws provided that the Board shall not make or alter any bylaw or bylaws relating to qualifications, classifications, or term of office of any member of the then existing Board without approval from the membership. Any changes, outside of the previous exceptions, could be altered immediately but would still require membership ratification in a timely manner. If they can not secure the membership ratification then the bylaw changes would revert to the last approved version.
4.14 Right to Inspection. Every Director shall have the right to inspect and copy all the Guild’s books, records, and documents of every kind so long as the demand for inspection is made in good faith and for a purpose reasonably related to the demanding Director’s duties and made in writing and provided to the Secretary at least five (5) business days before the Director wishes to inspect and copy the records. Such inspections must be held during regular business hours at a reasonable location specified by the Guild. The Guild reserves the right to charge the demanding Director reasonable costs of copying.
4.15 Conflict of Interest. For purposes of this provision, the term “interest” shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee, or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term “concern” shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
No Director of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A Director shall not be disqualified from dealing, either as ven- dor, purchaser, or otherwise or contracting or entering into any other transaction of the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any Director of the organization has an interest in the concern with which such transaction is entered, provided:
4.15.1 The interest of such Director is fully disclosed to the Board;
4.15.2 Such transaction is duly approved by a quorum of the Board made up of Directors not so
interested or connected as being in the best interests of the Guild;
4.15.3 Payments to the interested Director are reasonable and do not exceed fair market value; and
4.15.4 No interested Director may lobby on the matter or be counted in determining the exis- tence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rational for approval.
Each Director shall annually review and sign a conflict-of-interest policy and annual statement.
ARTICLE V – OFFICERS & COMMITTEES
5.1 Executive Officers. Executive Officers may be selected by the Board and shall serve terms con- sistent with the language of Paragraph 4.4 above. The executive officers who make up the executive committee are as follows:
5.1.1 Chair. The Chair is the chief executive officer of the Guild and presides over the meetings of the Board. The Chair shall have the general management of the business of the Guild and shall see that all orders and resolutions of the Board are carried into effect. The Chair will set the agenda for meetings with input from Board members, provide notice of all meetings, and review a report of the operations of the program prior to board meetings. The Chair is responsible to work with board members and committees to ensure they make progress on stated goals. The Board may choose two or more people to share the responsibilities of the office of the chair.
5.1.2 Chair-Elect. The Chair-Elect shall be elected by the Board and shall have the same powers as vested in the Chair but shall not exercise said powers unless acting under the delegation, authority or direction of the Chair or the Board, or in the absence or incapacity of the Chair. The Chair-Elects duties include working closely with the board committees to help ensure their success. He or she will assist with the recruitment and orientation of new board members. The Chair-Elect shall have such additional powers and duties as may be conferred by the Board.
5.1.4 Treasurer. The Treasurer is responsible for assuring that there are financial policies, a real- istic budget, and a system of accounts. The Treasurer will review financial statements and ap- prove proposed expenditures which require Board approval. He or she will present a complete and accurate financial report to the full Board. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to generally accepted accounting principles.
5.1.5 Secretary. The Secretary shall attend all meetings of the Board and of the Executive Committee. The Secretary’s duties include ensuring that all votes and minutes of proceedings are recorded and properly maintained and to provide announce- ments of upcoming meetings to the Board and committee members. The Secretary will make the agenda and minutes available to the Board and also provide a summary to the general membership. The Board selects the Secretary from those who volunteer, then presents their selection to the membership for a vote. If membership does not vote in that selection then a new volunteer will need to be selected and the process repeated.
5.2 Committees. The Board may, from time to time, appoint, designate or dissolve one or more advisory boards or committees, to advance the business of the Guild. Any such advisory boards or committees, if created, will have such rights and privileges as may be granted by the Board. Such advisory board or committee members shall serve at the pleasure of the Board and may be appointed or removed by the vote of the Board. Each advisory board or committee may exercise the authority granted to it by the Board’s enabling resolution. Advisory boards or committees formed under this section continue until a specific assignment is complete even if this assignment continues into a new fiscal year or until dissolved by the Board.
ARTICLE VI – FINANCIAL ADMINISTRATION
6.1 Fiscal Year. The Guild’s fiscal year shall be January 1st through December 31st, unless otherwise specified by the Board.
6.2 Funds. The Guild shall use its funds only to accomplish the objective and purposes specified by these Bylaws.
6.3 Annual Budget. The Board shall adopt an annual budget that specifies major expenditures by type and amount.
6.4 Banking. All funds of the Guild will be deposited in a timely manner to the credit of the Guild in such banks, trust companies, or other depository as the Board may select. The organization may establish fiscal procedures for this and other processes, and the Board will approve and update them regularly.
6.5 Disbursements. Upon approval of the budget, the Chair is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. Disburse- ments shall be by check or by other reasonable means that are reasonably documented.
6.6 Checks, Deposits, and Funds. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Guild, shall be signed by such director(s), officer(s), or agent(s) of the Guild, and in such manner as shall from time to time be determined by resolution of the Board. In the absence of the presence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the Chair or Chair-Elect of the Guild.
6.7 Restricted Use. Guild funds shall not flow to the benefit of any private individual. No dividend shall be paid and no part of the income of the Guild shall be distributed to directors, officers, or members except as reasonable compensation for services rendered to the Guild and/or to reimburse reasonable expenditures made on behalf of the Guild.
6.8 No Loans to Officers and Directors. The Guild shall not make loans to its directors, officers, or members.
6.9 Authority to Borrow Money. Upon a two-thirds (2/3) vote of the Board, the Board may borrow money if the Board reasonably believes borrowing money is in the general interests of the Guild. The Board, upon such affirmative vote, may authorize the proper officer to make, execute, and deliver in the name of and on behalf of the Guild such notes, bonds, and/or other evidences of indebtedness the Board deems proper. The Board’s authority, subject to the restrictions of this Paragraph, to borrow money includes the power to mortgage the Guild’s property or any part thereof as security for such indebtedness.
6.10 Annual Audit. The accounts of the Guild shall be audited annually as of the close of business on December 31st of the fiscal by a public accountant. The audit shall be available to members for review upon such members providing reasonable notice by written request to the Executive Officers of the Guild.
ARTICLE VII – BOOKS RECORDS INFORMATION AND REPORTS
7.1 The Guild shall keep correct and complete financial records and shall also keep minutes of the pro- ceedings of the Board. Records will include appropriate documentation of votes cast including all abstentions and recusals. All books and records of the Guild may be inspected by any Director for any reasonable or proper purpose at any reasonable time.
ARTICLE VIII – INDEMNIFICATION
8.1 Indemnification. The Guild may, by resolution of the Board of Directors, provide for indemnifica- tion by the Guild of any and all current or former directors, officers, and employees against expenses actually and necessarily incurred (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by her in connection with such action, suit or proceed- ing in which any of them are made parties, or a party, by reason of having been directors, officers, and employees of the Guild if she acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Guild, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful.
8.2 Indemnity Insurance. The Guild may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee of the Guild, or is or was serving at the request of the Guild as a director, officer, or employee against any liability asserted against her and incurred by her in any such capacity or arising out of her status as such, whether or not the Guild would have the power to indemnify him or her against such liability under the provisions of this Article.
8.3 Not Exclusive. The indemnification provided by this Article shall not be construed to be exclusive of any other rights to which that person seeking indemnification may be entitled under any bylaw, agreement or otherwise, both as to action in her official capacity and as to action in another capacity while holding such office.
8.4 Absence of Indemnity Insurance. Notwithstanding Paragraph 8.1, in the absence of indemnification insurance or errors and omissions insurance or other liability insurance for the Board and its directors, officers, managers, representatives, and employees the Board may advise such persons of the absence of such insurance and may require participants in its activities to sign a release of claims acknowledging that participants must assume the risk of participation or provide their own liability insurance.
ARTICLE IX – NOTICES
9.1 Manner of Giving Notice. Whenever, under the provisions of any statute, the Articles, or these Bylaws, notice is required to be given to any director, officer, employee or member of the Guild, and no provision is made as to how such notice shall be given any such notice may be given in writing by electronic mail, hand delivery or by mail with postage prepaid and addressed to such director, officer, employee or member at such person’s email address or address as it appears on the records of the Guild. Notice by electronic mail shall be deemed to be delivered when the electronic mail does not re- sult in a “failed delivery notification” from the internet service provider. Notice given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails.
9.2 Waiver of Notice. Whenever any notice is required to be given to any director, officer, employee, or member of the Guild under the provisions of any statute, the Articles, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X – AMENDMENTS
10.1 Amendments to Bylaws. During any regular or special meeting of the Board the Board may amend, modify, or repeal these Bylaws by a two-thirds (2/3) vote of the Directors provided that any proposed amendments, modifications, or actions to repeal these Bylaws be submitted in writing to the Directors at least ten (10) days before the meeting at which the proposals are to be acted upon. Notwithstanding the foregoing, no amendment, modification, or repeal may result in the loss of the Guild’s tax-exempt status under IRC §501(c)(6) or its successor provision, a violation of the Guild’s Articles of Incorporation, or Utah law.
ARTICLE XI – DISSOLUTION
11.1 Dissolution. The Board of Directors may dissolve the Guild at any time upon approval of at least two-thirds (2/3) majority of the Board of Directors. The Guild will comply with the requirements of Section 16-6a-14 in effectuating its dissolution, collect its assets, and discharge or make provision for the discharge of its liabilities. Upon dissolution of the Guild, any funds remaining shall be distributed to one or more regularly organized and qualified organization(s) qualifying under Section 501(c) of the Internal Revenue Code of 1986 as amended and applicable Treasury Regulations, that the Board of Directors determines will best accomplish the purposes for which the Guild was organized.
ARTICLE XII – MISCELLANEOUS
12.1 Gender. Words of any gender used in these Bylaws shall be construed to include all other genders and gender-neutral identifications.
12.2 Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
12.3 Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.