Bylaws

Article I. Governance

Section 1.01 Board of Directors

a) The general governance and policymaking of the American Society of Journalists and Authors Foundation (“Foundation”) shall be vested in a Board of Directors, which shall consist of the President, Vice President, Secretary, Treasurer, the immediate past president, and no fewer than four and no more than ten directors at large. Only Professional members and Associate members (collectively, the “Voting Members”) of the Foundation are eligible to serve on the Board, with the condition that Professional members comprise no less than eighty percent (80%) of the Board at any time.

b) Board members (other than officers) shall serve three-year terms. They may serve a maximum of two consecutive terms but may serve additional non-consecutive terms. As much as possible, the terms of the directors at large shall be staggered so that one-third of the directors at large seats are up for election each year. All directors shall maintain Professional or Associate membership in the Foundation throughout their terms. Lapsed membership shall constitute cause for removal from office. Officers and Board members in office at the time of incorporation may serve out their terms without limitations imposed by this section.

c) Officers and directors shall serve the Foundation as fiduciaries, shall at all times act in the best interest of the Foundation, and shall avoid and report if applicable all conflicts of interest, whether actual or perceived, in accordance with the Foundation’s conflicts of interest policy.

d) Officers and directors shall serve without compensation, although reasonable expenses may be reimbursed if approved in advance by the Board.

e) The Board of Directors, except for the immediate past president, shall be elected by the membership as specified in this Article and pursuant to any additional policies adopted by the Board of Directors.

f) The Board of Directors may, at its sole discretion, employ an Executive Director and/or company to manage the day-to-day operations of the Foundation. If so employed, the Executive Director or management company shall perform executive and administrative duties under the direction of the Board of Directors or, when appropriate, the Executive Committee. Performance of the Executive Director or the management company shall be reviewed on a regular basis, pursuant to a schedule approved by the Board of Directors. The Executive Director or representatives of a management company shall advise the Foundation but shall not have voting authority for Foundation matters.

g) A President who resigns or otherwise leaves office without completing their current term may not assume the past president position on the Board of Directors. In such instance, the immediate past president then serving on the Board will continue to serve until succeeded by a new immediate past president.

Section 1.02 Meetings and Manner of Acting for the Board of Directors

a) The annual meeting of the Board shall be held each year, on a day, and at a time and place to be determined by the President or the Board. Regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Board.

b) At any given time, one-third of the Board of Directors may request a special meeting of the Board of Directors. Requests for special meetings shall be submitted to the Executive Director in writing. Upon receipt of any such request for a meeting, the Executive Director shall notify the entire Board and the President will convene a meeting within 15 days. The President shall have sole discretion to decide the method of the meeting, whether by conference call, in person, or such other means as may be practical. Notice of any special meeting of the Board shall be received by each Director by mail, overnight courier, fax, electronic mail, or other mode of written transmittal not less than two (2) days before the time set for such a meeting, and must include the time, date, and place of such meeting.

c) The Board of Directors shall meet as often as needed to conduct Foundation business, but not fewer than six times a year. A quorum shall consist of three-fifths or 60 percent of the Directors. Meetings of the Board of Directors may be open to all members of the Foundation at the discretion of the President or closed to Foundation members for discussions of financial or employment or other confidential matters as determined by the Board. Meetings of the Board may be conducted in person or by any other means that allows all members to participate in discussions and voting.

d) When a quorum (as defined above) is present at a Board of Directors meeting, the Board may take action or conduct business through a simple majority vote of the members present. When a quorum is not present, the Board may not take action or conduct business. If a quorum is not present, the President may adjourn the meeting. The Board of Directors may, at its sole discretion and when a quorum is present, adopt policies relating to any aspect of Foundation business or operation, provided that such policies may not override any specific direction of these Bylaws. Any disagreements regarding procedure shall be resolved with reference to the current edition of Roberts Rules of Order.

Section 1.03 Executive Committee

a) The Executive Committee shall provide overall continuing direction between Board meetings. The Executive Committee shall include the President, Vice President, Treasurer, Secretary, and Immediate Past President. The Board may, at its sole discretion, appoint an additional Board member at large to the Executive. Only officers and directors with Professional status shall be eligible to serve on the Executive Committee.

b) A quorum of the Executive Committee shall consist of 60 percent of committee members. Business duly delegated to the Executive Committee by the Board of Directors shall be transacted by a majority vote of those in attendance. The Secretary shall record minutes of its meetings. Informal day-to-day communications between members of the Executive Committee shall not constitute a meeting for purposes of this section or for any other purpose.

c) The Executive Committee shall be responsible for any matters that shall, in its discretion, warrant a decision prior to the next meeting of the Board of Directors.

Section 1.04 Officers

a) The Officers of the Foundation shall be President, Vice President, Secretary, and Treasurer. Each officer shall be elected by the Voting Members for a one-year term in accordance with Section 1.05 and if nominated and elected may serve one or more consecutive terms. Officers shall be Professional members of the Foundation when nominated and shall maintain Professional membership throughout their terms. Lapsed membership shall be cause for removal from office.

b) The President shall preside at all meetings of the Foundation, of the Board of Directors, and of the Executive Committee; shall serve as Chief Executive of, and primary spokesperson for, the Foundation; and shall be a member ex-officio of all Committees. The President may exercise any powers of his or her office not inconsistent with these Bylaws or policy approved by the Board of Directors. A candidate for President must be a Professional member in good standing and will have served a minimum of one year on the Board of Directors, in any capacity.

c) The Vice President shall assist the President in carrying out executive duties; shall serve as a liaison between the various Special Committees and the Board (unless another officer is appointed by the President); and shall perform the duties of the President in the event of the President’s illness, absence, or other temporary incapacity.

d) The Secretary shall be responsible for recording, and ensuring the accuracy of, the minutes of all meetings of the Board of Directors and of the Executive Committee. These minutes shall be made available to the Board in advance of the next Board meeting and to Voting Members of the Foundation as soon as practical after approval by the Board. The Secretary shall also maintain a count of attendance at Board meetings and shall submit attendance records to the Executive Committee following each meeting.

e) As the Foundation’s Chief Financial Officer, the Treasurer shall keep the Board of Directors advised of the Foundation’s financial position on a regular basis and shall ensure that an accurate listing of income and expenditures is submitted prior to each regular meeting of the Board.

The Treasurer, working with the Executive Director and the Finance Committee if one is in place, shall prepare a budgetary projection for each coming fiscal year, plus anticipatory budgets for two additional fiscal years, and a report of income and expenses for the past fiscal year. The coming-year budgetary projection and expenses report shall be presented to the Board for approval no later than the start of each new fiscal year and provided to the membership in a timely manner after approval by the Board. This schedule may be modified as necessary due to unforeseen circumstances with approval by the Board.

f) The officers empowered to act as signatory for the Foundation shall be the President, the Treasurer, and such other individuals (including the Executive Director) as the Board may deem appropriate from time to time.

Section 1.05 Nominations and Elections

a) The Nominating Committee shall submit to the Voting Members annually, by the first week in March unless a different date is approved by the Board, a slate consisting of the Committee’s candidates for the following positions: a President; a Vice President; a Secretary; a Treasurer; those Director positions that shall become vacant at the close of the current administration.

b) Additional candidates for any position to be filled by membership election may be nominated by separate petitions, each such petition signed by at least 3 percent of the Voting Members as of January 1 of that election year. All such petitions must be received by the ASJA office no later than the first day of April, unless that date falls on a Saturday or Sunday, in which case they must be received by the following Monday.

c) ASJA shall provide all Voting Members the opportunity to vote by mail or electronically no later than May 15. Votes shall be counted no later than June 1 and presented to the Executive Director and the Executive Committee, who shall be given the opportunity to verify the count. In the case of two candidates for an Office or at-large director position, the candidate receiving the majority of the votes cast shall be declared elected; in the case of three or more candidates for such Office, the candidate receiving a plurality of the votes cast shall be declared elected; and in the case of three or more candidates for vacant at-large positions on the Board of Directors, those candidates receiving the most votes, of those cast, shall be declared elected. In the event of a tie a run-off vote shall be held.

d) If for any reason an officer or director cannot take office before a term has started, a supplemental slate consisting solely of candidates to replace those officers and/or directors unable to serve will be proposed by the Nominating Committee and presented to the Voting Members in accordance with Sections 1.05(a), (b), and (c), with appropriate adjustments to the respective deadlines as determined by the Board. Voting Members shall have no less than three weeks to consider the revised slate of officers.

e) In extraordinary circumstances, the election calendar as described in this Section 1.05 may be adjusted as approved by the Board. In all cases at least three weeks must be allowed for the Voting Members to review a slate and submit candidates.

f) The Board of Directors may establish additional policies governing eligibility and nominations for office and for conducting elections for officers and directors. These policies shall be based on established best practices, shall be non-discriminatory, and shall provide equal opportunity for all members to be nominated and to serve as an officer or director. Policies under this section shall be made available to all Voting Members.

Section 1.06 Term of Office

a) The newly constituted Board of Directors shall assume office on the first day of the Foundation’s fiscal year.

Section 1.07 Removal from Office

a) Without limiting the Voting Members’ rights to remove directors with or without cause, the following will constitute examples of “cause,” for purposes of removal by the Board of Directors of the Foundation: When a Director or Officer

is delinquent in dues or other payments due the Foundation;
is absent from three regularly scheduled meetings within a six-month period or two all-day meetings within two years without prior notification or reasons acceptable to the Board;
is absent five times for any cause within an eight-month period; or
is a member of the Executive Committee and is absent from three consecutive meetings of the Executive Committee without reasons satisfactory to the Executive Committee.

b) A director or officer may be removed by a vote of a majority of all Voting Members for any reason set forth above or for any other cause or no cause, except that the directors at large may only be removed for cause. The Board of Directors may choose a replacement who shall serve the remainder of the unexpired term.

c) No person so removed from office shall be eligible for nomination to Office or to the Board of Directors at the next election following such removal; nor shall such a person serve as Chairperson of any Committee during the following fiscal year. Should the cause of removal also constitute grounds for withdrawal of membership, the President shall so inform the member.

Section 1.08 Interim Vacancies in Office

a) In case of vacancy in the Office of President through death, resignation, or removal from office, the Vice President shall succeed to that Office and shall serve the remainder of the unexpired term. In case of such a vacancy in any other Office, the Board of Directors may choose a replacement who shall serve the remainder of the unexpired term. The serving of the remainder of an unexpired term shall not be counted as a term in the event that individual is subsequently nominated for the same Office. The Board is not required to fill a vacancy prior to the next election cycle, provided that a quorum allowing the Foundation to conduct business exists without the vacancy being filled.

b) In the case of a vacancy on the Board due to an immediate past president’s inability to serve, the Board may choose to fill the vacancy by electing any past president to serve for the remainder of the unexpired term.

Article II. Membership

Section 2.01

a) Membership in the Foundation shall be open to qualified freelance writers of nonfiction. Applicants for membership may qualify for either Professional membership, including all attendant benefits as determined by the Board of Directors, or Associate membership, with limited benefits as determined by the Board of Directors. Each Professional Member and each Associate Member will have one vote on all matters on which the members are entitled to vote; no other category of members will have voting rights. Other categories of membership for individuals who do not qualify for either Professional or Associate membership, and for businesses or organizations that support the interests of the Foundation, may be established by the Board of Directors at its sole discretion, provided that such members shall not be “members” for legal purposes and shall have only such rights and benefits as approved by the Board of Directors. All applications for Professional, Associate, or other membership level based on qualifying writing criteria shall be evaluated and approved or denied by a Membership Approval Committee.

Section 2.02 Admission: Professional Membership

a) Professional membership shall be open to qualified writers of nonfiction. The qualifying standard shall consist of evidence of sustained nonfiction writing, produced on a freelance basis, as evaluated by the Membership Approval Committee after a review of the applicant’s submission. The Board may adopt policies specifying additional criteria for qualification. The Board of Directors, with the advice of the Membership Committee, shall review the membership requirements on a regular basis and may, in its sole discretion, revise membership requirements from time to time.

b) Invitational memberships may be offered to a person who is clearly qualified and who has performed some service to the Foundation, as determined by the Membership Committee. Any member may propose to the Membership Committee a candidate for an Invitational Membership. An Invitational Membership shall have all the rights and benefits (including voting) of a Professional Membership.

c) It is not a requirement that the applicant be a full-time, freelance nonfiction writer.

Section 2.03 Admission: Associate Membership

a) Associate membership shall be open to writers of nonfiction who do not, at the time of application, qualify for professional membership in the Foundation but who aspire to professional status. The Board may adopt policies specifying additional criteria for qualification. The Board of Directors, with the advice of the Membership Committee, shall review the membership requirements on a regular basis and may, in its sole discretion, revise membership requirements from time to time.

Section 2.04 Termination of Membership

a) Membership at any level will be terminated by failure to renew; by voluntary resignation; or by withdrawal of membership as hereinafter specified. The Board of Directors may, but is not required, to allow a grace period for renewals prior to termination.

b) Failure to remit dues as owed shall result in automatic termination of membership rights and privileges, subject to any payment grace period or other conditions set by the Board.

c) No member of the Foundation shall share with a nonmember or nonmembers (including members who are not Voting Members) any confidential communications of the Foundation. Members who violate this rule are subject to disciplinary action, including possible expulsion.

d) A member who voluntarily resigns, or whose privileges have been terminated based upon failure to remit renewal dues, may be reinstated without reapplication upon payment of any accrued and unpaid dues prior to termination as well as the payment of current dues in the amount prevailing at the time of reinstatement.

e) Termination of membership may also be based upon any actions or public statements deemed not to be in the interests of the Foundation. An action to expel a member pursuant to this provision must be initiated by recommendation of the Board of Directors or by petition signed by at least five Voting Members. Such communication or petition must be submitted to the President and must describe the reasons therefore. The acceptance or rejection of the petition is solely within the purview of the Board of Directors. If accepted, the expulsion procedure shall proceed as set forth in relevant policy adopted by the Board.

f) A member who is expelled by a vote of the Board of Directors can appeal for reinstatement in the following fiscal year, after the next board takes office by providing a notice of intent to appeal to the ASJA office within 30 days of receiving the Board of Directors’ decision.

g) Members of the Foundation and all others doing business with the Foundation shall at all times follow the guidelines in the organization’s Code of Conduct.

Article III. Dues, Application Fees, and Initiation Fees

Section 3.01 Initiation Fee

a) If the Board of Directors has specified that there shall be an application fee or initiation fee, which is at its discretion, such fees shall be paid in full as a condition of admission to the Foundation.

Section 3.02 Dues

a) The membership year shall begin on January 1 and run through December 31. Members joining the Foundation after January 1 but no later than June 30 of a membership year shall pay full dues. Members joining on July 1 through December 31 shall pay half-dues.

b) National dues and any fees, such as application and initiation fees, shall be set by the Board of Directors and may vary depending on the type of membership. Dues shall be reviewed on a regular basis, shall be paid annually by all members, and are payable upon notification.

c) Initial annual dues of applicants, along with applicable fees, shall be paid in full at the time an application for membership is submitted. Advance payment of dues does not guarantee approval of a membership application and dues shall be refunded to unsuccessful applicants. Application and initiation fees shall not be refunded.

d) The Board of Directors, in its sole discretion and at any time, may implement discounts and/or incentives for application and initiation fees and for national membership dues.

e) Dues paid to the Foundation, a 501(c)(3) public charity recognized by the Internal revenue Service, may be (but are not necessarily) deductible as charitable donations or as deductible business expenses. However, each member is advised to consult with their own tax professional to determine whether and to what extent membership dues may be deductible. The Foundation does not offer advice about how, or whether, dues may be deducted by a member.

Article IV. Finances

Section 4.01 Fiscal Year

a) The fiscal year of the Foundation shall be from July first through June thirtieth, except as may be decided otherwise by the Board of Directors.

Section 4.02 Handling of Funds

a) The Treasurer, as detailed in Article I, Section 1.04(e), shall have primary responsibility for the Foundation’s finances. The Treasurer and the President, plus such other Officers and/or officials such as the Executive Director as shall be designated from time to time by the Board of Directors, shall have access to the funds and/or accounts of the Foundation.

b) All persons handling funds of the Foundation shall, to the extent required by the Board of Directors and to the satisfaction of the Board of Directors, give security for the faithful performance of their duties.

Section 4.03 Expenditures and Obligations

a) The Board of Directors shall establish policy guidelines for expenditures of Foundation funds, including expenditures that require prior approval from the Board of Directors.

b) The Board of Directors also shall establish guidelines for the efficient use of staff time and resources for both new and ongoing programs.

Section 4.04 Auditing

a) The Treasurer, together with the Finance Committee if one is in place, will thoroughly examine the Foundation’s records and accounts, including reports provided by a management company if applicable, and shall present oral and/or written reports to the Board of Directors at regular meetings and otherwise as necessary or appropriate to update the Board of Directors of material changes to the Foundation’s finances. A written report from the Treasurer may be requested at any time by the President or by a majority of the Board of Directors.

b) The Board of Directors, with the assistance of the Treasurer and/or Finance Committee, may also examine the Foundation’s records and accounts at other times and may annually or at its discretion more often employ or seek the advice of a Certified Public Accountant to examine and attest to the accuracy of such accounts.

Article V. Meetings

Section 5.01 Foundation Business Reports and Meetings

a) An annual “State of the Foundation” report shall be prepared by the President with the advice of the Board of Directors and presented to the membership at the end of each fiscal year.

b) Foundation business meetings may be held at the discretion of the President and/or through a request made by a majority of the Board of Directors. A written record of all business meetings shall be prepared by the Secretary and maintained in the Foundation’s corporate records.

c) A meeting of the members will be held annually for such business as may properly come before the members. Additional membership business meetings shall be called within one month of a written request, directed to the President, signed by any 20 Voting Members of the Foundation in good standing. Such a meeting may be held either in person or by such contemporaneous technology as is convenient. No nonmembers of the Foundation shall be present at a Foundation business meeting except by invitation of the President or Board of Directors. The annual business meeting may be held in conjunction with the Foundation’s annual educational conference or may be held separately. The annual business meeting may be held in person or electronically.

d) All meetings of the members shall be called on notice provided to the Voting Members not less than ten (10) nor more than sixty (60) days before such meeting, which notice shall state the place and time of the meeting, the means of remote communications, if any, the record date for determining the members entitled to vote at the meeting, if such date is different from the record date for determining members entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

e) A quorum shall consist of 10% of Voting Members in good standing on the date of the meeting. A vote by the majority of Voting Members at a meeting at which a quorum is present will be the act of the Members. In the absence of a quorum, no substantive votes may be taken and the President in such situation may at his or her discretion adjourn the meeting.

Section 5.02 Procedural Authority

a) Conflicts at all meetings shall be resolved by reference to the latest revised edition of Robert’s Rules of Order, subject to applicable law and any provisions of the Foundation’s Articles of Incorporation, Bylaws, or Board policies, all of which shall take precedence in descending order.

Article VI. Committees

Section 6.01 Establishment, Dissolution, and Appointment

a) Committees, including standing committees, ad hoc committees, and task forces may be created and dissolved by the President with the approval of the Board of Directors, provided that no committee shall conduct any activities not permitted by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as it now exists or may be amended in the future; and provided further, that no committee shall have any authority with respect to (i) approving or adopting, or recommending to the members, any action or matter (other than the election or removal of directors) expressly required by law to be submitted to members for approval or (ii) adopting, amending or repealing the Foundation’s Bylaws. A current list of committees shall be maintained by the Foundation.

b) Chairs of all committees shall be appointed or removed by the President, subject to approval by the Board. Committee members shall be selected by the Chairs in consultation with the President, subject to approval by the Board. Committee chairs shall serve terms not to exceed two years and may be appointed to a subsequent term

c) A member of each committee shall be appointed to record minutes of all committee meetings, formal or informal, such minutes to be forwarded to the Secretary, to be kept in the Foundation’s corporate records, and to the Board of Directors as requested.

d) Committee Chairs, or another member of the committee so designated, shall report to the Trustees on the activities of the committee as required or as otherwise requested by the Board.

Section 6.02 Standing Committees

a) Standing committees shall include, but not be limited to: Advocacy, Awards, Client Networking, Development, Educational Programming, Executive, First Amendment, Marketing/Communications, Member Networking, Membership Growth and Retention, Nominating, Publications, Volunteer Recruitment and Appreciation, and Writers Emergency Assistance Fund. Standing committees may be combined, eliminated, or expanded at the discretion of the Board of Directors.

Article VII Writers Emergency Assistance Fund

Section 7.01 Governance

The Writers Emergency Assistance Fund (WEAF) shall be administered by the WEAF Committee, whose Chair, Co-Chairs, or Interim Chair shall preside at all meetings, in conjunction with the committee members. The Committee shall recommend or decline grants for eligible applicants. Requirements for WEAF grants shall be determined by the Committee in consultation with the Board of Directors and may be modified as necessary. Grants recommended by the Committee must be approved by the Executive Committee of the Foundation. All actions shall be taken in accordance with any applicable Board policies or WEAF Committee charter.

Article VIII Regional Chapters

Section 8.01 Establishment and Membership

a) A Regional Chapter shall be considered established following approval by the Foundation’s Board of Directors and upon satisfaction of all requirements established by the Foundation’s Board of Directors from time to time. Without limiting the foregoing, approval shall not be granted for any Regional Chapter until the Foundation’s Board of Directors receives written notification of the group’s desire to become a Regional Chapter accompanied by the Chapter’s membership list, which shall consist of no fewer than ten members in good standing of the Foundation. A Regional Chapter’s authority and operations are at all times subject to any requirements or restrictions established by the Foundation’s Board of Directors from time to time.

b) Membership in the Foundation is a prerequisite for membership in a Regional Chapter. Chapter meetings and other events may or may not be open to non-members of the Foundation at the Chapter’s discretion.

c) Once a Regional Chapter is constituted by a vote of the Foundation’s Board, members of the Chapter shall determine the Chapter’s leadership, may establish dues, and shall determine membership criteria for the Chapter.

d) Questions regarding the governance and operation of a Regional Chapter shall be resolved by the Foundation’s Board of Directors.

Section 8.02 Activities

a) A Regional Chapter may undertake any activities, including but not limited to regular meetings, that will in its judgment further the interests of the Foundation, of the Chapter, or of its individual members, subject to the provisions of Section 3 of this Article, and may collect local dues. The Foundation shall have no financial responsibility for Regional Chapter activities or for Chapter expenditures not approved in advance by the Board of Directors, and shall not serve as a repository for Chapter funds.

b) Regional Chapters shall also act in an advisory capacity to the Foundation’s Board of Directors regarding matters of interest to the Chapters and their members.

Section 8.03 Restrictions

a) Regional Chapters shall function in a manner consistent with the purposes and goals of the Foundation and subject at all times to any restrictions or requirements established by the Foundation’s Board of Directors. No Chapter actions or activities shall be such as to discredit or denigrate the reputation of the Foundation, nor shall any Chapter purport to represent the Foundation as a whole. Chapters shall not act in a manner that conflicts with the Foundation’s status as a 501(c)(3) public charity.

b) No Regional Chapter shall share with nonmembers confidential or other nonpublic communications.

Section 8.04 Dissolution

a) A Regional Chapter may be dissolved voluntarily by majority vote of its members, or may be dissolved by the Board of Directors of the Foundation.

Article IX. Amendments

Section 9.01 Procedure to Amend These Bylaws

a) These Bylaws may be amended by a majority of Voting Members voting in a membership referendum.

b) Amendments may be proposed by the Board of Directors or by petition signed by three percent of the membership.

c) Within a reasonable period of time, proposed amendments shall be submitted to all Voting Members. Proposed amendments shall be submitted electronically to all Voting Members for a vote unless a Voting Member has requested receipt of proposed amendments in some other acceptable form. Communication using the email address on record with the Foundation at the time for voting on a proposed amendment shall constitute sufficient notice absent a request for delivery for other means of communication.

d) A reasonable period shall be allowed for Voting Members to vote on proposed amendments using a means and technology that is convenient and that is approved by the Board of Directors. Votes shall then be counted in accordance with procedures specified by the Board of Directors and the results announced to the membership in a timely manner.

Bylaws

Bylaws of the American Society of Journalists and Authors Foundation