Key West Writers Guild Bylaws

KEY WEST WRITERS GUILD, INC.

BYLAWS 

Amended November 27, 2010

Amended November 12, 2022

ARTICLE I: NAME 

Section 1 The name of this organization shall be KEY WEST WRITERS GUILD, Inc., herein referred to as the Guild.

Section 2 The Guild is and shall be a Florida non-profit (not a 501c3) corporation, organized and existing under the laws of the State of Florida. 

ARTICLE II: PURPOSES

The purposes of the Guild are to:

1. educate, encourage, and promote the craft of writing 

2. provide opportunities for reading and critiquing members’ works 

3. share information about awards, contests, conferences, talks, and the publishing industry

4. offer sales and marketing opportunities with community outreach on behalf of our members.

ARTICLE III: MEMBERSHIP

Section 1 Any person who shares and commits to the purposes of the Guild may become a member upon payment of dues. 

Section 2 The annual dues shall be proposed by the Board of Directors and ratified at a meeting of the members. Dues shall be paid by January 1 of each year. Members whose dues are paid are considered members in good standing and shall be entitled to vote. Members who fail to pay their dues by January 15 of any year shall automatically lose their status as members in good standing until the dues are paid, whereupon they will once again become members in good standing. The full amount is required regardless of the month a person submits payment.

Section 3 Email shall be the primary means to communicate Guild business. Only current members shall have access to and use the email list. It shall be the responsibility of each member to ensure that the Membership Chairperson has the correct contact information.

Section 4 The Guild membership, with a majority vote at any meeting, may award an honorary membership to a person who has provided significant services or who has in other ways especially benefitted the Guild. 

Section 5 Any member may have their membership suspended or revoked for refusing to follow meeting decorum and rules with a two-thirds (2/3) ballot vote of the Board given ten (10) days’ notice in accordance with the Parliamentary Authority. 

Section 6. The members shall be responsible for adherence to the Bylaws.

ARTICLE IV: MEETINGS 

Section 1 Regular Meetings of the membership shall be held on the second and fourth Saturdays of each month at a location and time to be designated by the Board. The Board may adjust meeting frequency to accommodate extenuating circumstances. 

Section 2 Special meetings of the membership may be called by the President, or when requested by a majority of the Board of Directors, or when a request is made to the Board by five members in good standing. Special meetings require at least ten (10) days’ notice. Notice must include the purpose of the meeting. 

Section 3 Meetings of the membership, Board, and committees are authorized to be conducted virtually.

Section 4 Each member in good standing shall be entitled to one (1) vote on any matter. Proxies shall not be permitted. 

Section 5 No business may be transacted at any regular or special meetings of the Guild unless a quorum is present. Eight (8) members in good standing constitutes a quorum, unless the membership falls below twelve (12) in which the quorum shall be twenty-five percent (25%) of the membership. 

Section 6 Meetings shall be conducted informally subject to the provisions of Article VIII in these Bylaws, including the following items in a sequence determined by the Chair:

a) Call to order;

b) Introduce guests and accept new paid members;

c) Sign-in of members present and verify a quorum;

d) Reading and critique of members' writings;

e) Approve minutes of the last meeting(s);

f) Treasurer's report;

g) Unfinished business, if any;

h) New business;

i) Adjourn

ARTICLE V: BOARD OF DIRECTORS

Section 1 The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer, and up to four additional directors.

Section 2 The term of office shall be two (2) years, starting and ending during even-numbered years. Board members must maintain their status as members in good standing.

In the event of dereliction of a Board of Director’s duty or misconduct during a meeting, the Board of Directors, with a two-thirds (2/3) ballot vote, may suspend a Board member and/or establish a disciplinary committee composed of five members to investigate, introduce resolutions, and, if needed, conduct an open hearing to propose remedies to members, which may include an officer’s suspension or removal. 

Members may vote to suspend or remove a Board member from office with a two-thirds (2/3) ballot vote with ten (10) days’ notice. 

Section 3 In even-numbered years, at a regular meeting at least one (1) month before the scheduled election, the President shall appoint a nominating committee composed of up to three (3) members in good standing. The duty of the committee shall be to nominate one (1) or more persons for each office. After the nominating committee’s presentation and just prior to taking the vote, additional nominations may be made from the floor. 

Section 4 A ten (10) day notice shall be provided to members of any election. Elections by ballot shall take place at the beginning of the first (1st) regular meeting in March of each even-numbered year. The new board members shall take office immediately.

Section 5 If a vacancy should occur in the position of President, Vice President, Secretary or Treasurer, the remaining term of that position shall be filled by a vote of the members at the next regular meeting after sufficient notice. If a vacancy should occur in the position of director, the remaining term of that position may be filled by vote at the next regular meeting after sufficient notice. All members should be given at least ten (10) days’ notice of the vacancy and possible election.

ARTICLE VI: DUTIES OF THE BOARD OF DIRECTORS

Section 1 The duties of the officers shall be as follows:

1. The President shall: 

• Preside over and facilitate the meetings of the membership and the Board of Directors.

• Oversee strategic planning for the Guild.

• Delegate responsibilities, as appropriate.

• Instruct each officer and review their duties.

• Independently verify the Guild’s finances quarterly.

• Be the spokesperson for the Guild.

b) The Vice President shall be responsible for:

• Performing all duties of the President in the President’s absence.

• Ensuring facility arrangements when a facility is needed.

• Serving as Membership Chairperson and maintain membership list.

• Welcoming and communicating with prospective and new members. 

• Establishing and maintaining relationships with other like-minded community organizations.

c) The Secretary shall be responsible for:

• Recording and distributing minutes for meetings and for meetings of the Board. 

• Sending meeting minutes to the Director of the Florida Keys Council of the Arts so long as the Council provides an award to Guild members.

• Maintaining an accurate and current email list and assist the Vice President and Treasurer, as needed.  

• Notifying members of meetings including, when appropriate, links to file sharing applications and virtual meeting sites.

d) The Treasurer shall be responsible for: 

• Receiving, recording, and depositing all monies in the name of the organization. Collect postal correspondence. Communicate dues payments with the Membership Chair.

• Making disbursements as directed by the membership or Board. The Treasurer and President shall be the only persons authorized to sign checks.

• Maintaining accurate financial records, including receipts and disbursements, and have custody of all funds.

• Delivering the current balance at each regular meeting and an income/expense statement each quarter.

• Presenting a draft annual budget to the board in September.

Section 2 The Board of Directors shall meet quarterly, or upon the call of the President or a majority of the Board. Board meetings shall be open to all members, but only the Board of Directors shall be entitled to vote.

Section 3 The primary duty of the Board of Directors is to conduct the business affairs of the Guild and to determine its policies. 

Section 4 The Board of Directors shall ensure the fiscal soundness of the organization:

1. By creating and submitting an annual budget for membership approval at the first regular meeting in October of each year. 

2. Within six months of the close of the calendar year, a review of the financial records will be completed by a committee.

Section 5 The Board of Directors shall be responsible to maintain the social media, website, and file sharing sites.

Section 6 Any requests for donations, sponsorships, or other charitable expenditures of $100 or less shall be approved by the Board. If the expenditure is more than $100, it shall be approved by the members.  Such expenditures may only be to a charitable or educational organization, 501c3 entities, or for the needs of our members and community. 

ARTICLE VII: COMMITTEES

Section 1 The Board of Directors shall approve the formation of all standing or special committees and appoint its chair and may approve the membership of all committees except as specified otherwise within these Bylaws. 

Section 2 Each chair is responsible to orally report on the committee activities and recommendations when requested by the membership. 

ARTICLE VIII: PARLIAMENTARY AUTHORITY

The Bylaws and any special rules of order adopted by the Guild shall govern all cases in which they are applicable. In cases where they are not applicable, the latest edition of Robert’s Rules of Order, Newly Revised, shall govern.

ARTICLE IX: AMENDMENTS 

Section 1 Amendments to these bylaws may be proposed by:

1. Ten percent (10%) of the members, by petition, to the Secretary, and/or 

2. A Bylaws Committee, formed in accordance with Article VII.

Section 2 A copy of the proposed amendment(s), along with an explanation for the proposal, shall be emailed at least ten (10) days prior to the meeting at which the amendment(s) will be introduced and discussed.

Section 3 At the next meeting with a quorum, the Bylaws Chairperson or other appointee, shall present the proposal(s) to the membership.

Section 4 At the following membership meeting with a quorum, the proposed amendment(s) to the Bylaws shall be considered. A two-thirds (2/3) vote of the members present shall be required for passage of the amendment(s).

ADOPTED THIS 12TH DAY OF NOVEMBER 2022

Accepted and adopted by the membership this day, 12th day of November 2022.

Witnessed by:

    ___________________11/12/2022 ____________________11/12/2022

Rusty Hodgdon, President   Date Laura Knight, Secretary Date

Signatures on file